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<TYPE>EX-99.77Q1 OTHR EXHB
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<FILENAME>peocharter.txt
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                PETROLEUM & RESOURCES CORPORATION

              ARTICLES OF AMENDMENT AND RESTATEMENT

          FIRST:         Petroleum & Resources Corporation, a

Maryland corporation (the "Corporation"), desires to amend and

restate its charter as currently in effect and as hereinafter

amended.

          SECOND:   The following provisions are all the

provisions of the charter currently in effect and as hereinafter

amended:

                            ARTICLE I

                              NAME

          The name of the corporation (the "Corporation") is:

                Petroleum & Resources Corporation

                           ARTICLE II

                             PURPOSE

          The purposes for which the Corporation is formed are to

conduct and carry on the business of a closed-end management

investment company registered under the Investment Company Act of

1940, as amended (the "1940 Act"), and to engage in any other

lawful act or activity for which corporations may be organized

under the general laws of the State of Maryland as now or

hereafter in force.

                           ARTICLE III

          PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT

          The address of the principal office of the Corporation

in this State is 7 St. Paul Street, Baltimore, Maryland 21202.

The name and address of the resident agent of the Corporation are

Lawrence L. Hooper, Jr., 7 St. Paul Street, Suite 1140,

Baltimore, Maryland 21202.

                           ARTICLE IV

                PROVISIONS FOR DEFINING, LIMITING

              AND REGULATING CERTAIN POWERS OF THE

        CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS

        Section 4.1    Number and Election of Directors.  The business

and affairs of the Corporation shall be managed under the

direction of the Board of Directors.  The number of directors of

the Corporation is 10, which number may be increased or decreased

only by the Board of Directors pursuant to the Bylaws, but shall

never be less than three.  The names of the directors who shall

serve until their successors are duly elected and qualify are:

          Enrique R. Arzac         Thomas H. Lenagh

          Phyllis O. Bonanno       Kathleen T. McGahran

          Daniel E. Emerson        Douglas G. Ober

          Frederic A. Escherich         John J. Roberts

          Roger W. Gale       Craig R. Smith

          Pursuant to the Corporation's election to be subject to

Section 3-804(b) and (c) of the Maryland General Corporation Law

(the "MGCL"), but subject to applicable requirements of the 1940

Act and except as may be provided by the Board of Directors in

setting the terms of any class or series of Preferred Stock (as

hereinafter defined), any and all vacancies on the Board of

Directors may be filled only by the affirmative vote of a

majority of the remaining directors in office, even if the

remaining directors do not constitute a quorum, and any director

elected to fill a vacancy shall serve for the remainder of the

full term of the directorship in which such vacancy occurred and

until a successor is duly elected and qualifies.

          The Bylaws of the Corporation may provide for the

election of a director by a plurality of all the votes cast in

the election of a director, a majority or other percentage of all

the votes entitled to be cast in the election of a director or by

any other vote, in any case as specified in the Bylaws and as may

vary as specified in the Bylaws depending upon whether the

election of directors is contested.

        Section 4.2    Extraordinary Actions.  Except as specifically

provided in Section 6.2 (relating to certain actions and certain

amendments to the charter), notwithstanding any provision of law

permitting or requiring any action to be taken or approved by the

affirmative vote of the holders of shares entitled to cast a

greater number of votes, any such action shall be effective and

valid if declared advisable by the Board of Directors and taken

or approved by the affirmative vote of holders of shares entitled

to cast a majority of all the votes entitled to be cast on the

matter.

Section 4.3    Authorization by Board of Stock Issuance.  The
Board of Directors may authorize the issuance from time to time
of shares of stock of the Corporation of any class or series,
whether now or hereafter authorized, or securities or rights
convertible into shares of its stock of any class or series,
whether now or hereafter authorized, for such consideration, if
any, as the Board of Directors may deem advisable (or without
consideration in the case of a stock split or stock dividend),
subject to such restrictions or limitations, if any, as may be
set forth in the charter or the Bylaws.
Section 4.4    Quorum.  The presence in person or by proxy of the
holders of shares of stock of the Corporation entitled to cast a
majority of the votes entitled to be cast on a matter (without
regard to class) shall constitute a quorum at any meeting of
stockholders with respect to such matter, except with respect to
any such matter that, under applicable statutes or regulatory
requirements or the charter, requires approval by a separate vote
of the holders of one or more classes of stock, in which case the
presence in person or by proxy of the holders of shares entitled
to cast a majority of the votes entitled to be cast by each such
class on such a matter shall constitute a quorum.
Notwithstanding the foregoing, the Bylaws may provide for a
greater or lesser quorum requirement provided that such
requirement shall not be less than one-third nor more than two-
thirds of the votes entitled to be cast on a matter (without
regard to class).
Section 4.5    Preemptive Rights.  Except as may be provided by
the Board of Directors in setting the terms of classified or
reclassified shares of stock pursuant to Article V of the charter
or as may otherwise be provided by contract, no holder of shares
of stock of the Corporation shall, as such holder, have any
preemptive right to purchase or subscribe for any additional
shares of stock of the Corporation or any other security of the
Corporation that it may issue or sell.
Section 4.6    Determinations by Board.  Any determination as to
any of the following matters, made in good faith by or pursuant
to the direction of the Board of Directors consistent with the
charter, shall be final and conclusive and shall be binding upon
the Corporation and every holder of shares of its stock:  the
amount of the net income of the Corporation for any period and
the amount of assets at any time legally available for the
payment of dividends, redemption of its stock or the payment of
other distributions on its stock; the amount of paid-in surplus,
net assets, other surplus, annual or other cash flow, net profit,
net assets in excess of capital, undivided profits or excess of
profits over losses on sales of assets; the amount, purpose, time
of creation, increase or decrease, alteration or cancellation of
any reserves or charges and the propriety thereof (whether or not
any obligation or liability for which such reserves or charges
shall have been created shall have been paid or discharged); any
interpretation of the terms, preferences, conversion or other
rights, voting powers or rights, restrictions, limitations as to
dividends or other distributions, qualifications or terms or
conditions of redemption of any class or series of stock of the
Corporation; the fair value, or any sale, bid or asked price to
be applied in determining the fair value, of any asset owned or
held by the Corporation or of any shares of stock of the
Corporation; the number of shares of stock of any class or series
of the Corporation; any matter relating to the acquisition,
holding and disposition of any assets by the Corporation; or any
other matter relating to the business and affairs of the
Corporation or required or permitted by applicable law, the
charter or Bylaws or otherwise to be determined by the Board of
Directors.
                            ARTICLE V

                              STOCK

        Section 5.1    Authorized Shares.  The Corporation has authority

to issue 55,000,000 shares of stock, consisting of 50,000,000

shares of Common Stock, $.001 par value per share (the "Common

Stock"), and 5,000,000 shares of Preferred Stock, $.001 par value

per share (the "Preferred Stock").  The aggregate par value of

all authorized shares of stock having par value is $55,000.  If

shares of one class or series of stock are classified or

reclassified into shares of another class or series of stock

pursuant to this Article V, the number of authorized shares of

the former class or series shall be automatically decreased and

the number of shares of the latter class or series shall be

automatically increased, in each case by the number of shares so

classified or reclassified, so that the aggregate number of

shares of stock of all classes or series that the Corporation has

authority to issue shall not be more than the total number of

shares of stock set forth in the first sentence of this

paragraph.  A majority of the entire Board of Directors, without

any action by the stockholders of the Corporation, may amend the

charter from time to time to increase or decrease the aggregate

number of shares of stock or the number of shares of stock of any

class or series that the Corporation has authority to issue.

Section 5.2    Common Stock.  The Board of Directors may
reclassify any unissued shares of Common Stock from time to time
in one or more classes or series of stock.
Section 5.3    Preferred Stock.  The Board of Directors may
classify any unissued shares of stock and reclassify any
previously classified but unissued shares of stock of any class
or series from time to time, in one or more classes or series of
stock, including Preferred Stock.
Section 5.4    Classified or Reclassified Shares.  Prior to
issuance of classified or reclassified shares of any class or
series, the Board of Directors by resolution shall: (a) designate
that class or series to distinguish it from all other classes and
series of stock of the Corporation; (b) specify the number of
shares to be included in the class or series; (c) set or change,
subject to the express terms of any class or series of stock of
the Corporation outstanding at the time, the preferences,
conversion or other rights, voting powers, restrictions,
limitations as to dividends or other distributions,
qualifications and terms and conditions of redemption for each
class or series; and (d) cause the Corporation to file articles
supplementary with the State Department of Assessments and
Taxation of Maryland ("SDAT").  Any of the terms of any class or
series of stock set or changed pursuant to clause (c) of this
Section 5.4 may be made dependent upon facts or events
ascertainable outside the charter (including determinations by
the Board of Directors or other facts or events within the
control of the Corporation) and may vary among holders thereof,
provided that the manner in which such facts, events or
variations shall operate upon the terms of such class or series
of stock is clearly and expressly set forth in the articles
supplementary or other charter document filed with the SDAT.
Section 5.5    Charter and Bylaws.  The rights of all
stockholders and the terms of all stock are subject to the
provisions of the charter and the Bylaws.  The Board of Directors
of the Corporation shall have the exclusive power to make, alter,
amend or repeal the Bylaws.
                           ARTICLE VI

         AMENDMENTS; CERTAIN EXTRAORDINARY TRANSACTIONS

        Section 6.1    Amendments Generally.  The Corporation reserves

the right from time to time to make any amendment to its charter,

now or hereafter authorized by law, including any amendment

altering the terms or contract rights, as expressly set forth in

the charter, of any shares of outstanding stock.  All rights and

powers conferred by the charter on stockholders, directors and

officers are granted subject to this reservation.

        Section 6.2    Approval of Certain Extraordinary Actions and

Charter Amendments.

                         (a)  The affirmative vote of the holders

of two-thirds of the total number of shares outstanding and

entitled to vote  shall be necessary to authorize any of the

following actions:  (i) a merger or consolidation with an

open-end investment company, (ii) the dissolution of the

Corporation, (iii) the transfer of all or substantially all of

the assets of the Corporation, (iv) any amendment to the Charter

that makes the Common Stock a redeemable security (as such term

is defined in the 1940 Act) or reduces the two-thirds vote

required to authorize the actions listed in this paragraph or (v)

a merger or consolidation with a corporation whose charter does

not require the vote of at least two thirds of each class of

stock entitled to be cast to approve the actions listed in this

paragraph.

                        (b) The affirmative vote of the holders

of shares entitled to cast at least two-thirds of the votes

entitled to be cast on the matter, each class voting as a

separate class, shall be necessary to effect any amendment to

Section 4.1, Section 4.2, Section 6.1, this Section 6.2(b) or

6.2(c);  provided, however, that, if the Continuing Directors (as

defined herein), by a vote of at least two-thirds of such

Continuing Directors, in addition to approval by the Board of

Directors, approve such amendment, the affirmative vote of the

holders of a majority of the votes entitled to be cast shall be

sufficient to approve such matter.

                        (c)  Continuing Directors.  "Continuing

Directors" means (i) the directors identified in Section 4.1,

(ii) the directors whose nomination for election by the

stockholders or whose election by the directors to fill vacancies

is approved by a majority of the directors identified in Section

4.1, who are on the Board at the time of the nomination or

election, as applicable, or (iii) any successor directors whose

nomination for election by the stockholders or whose election by

the directors to fill vacancies is approved by a majority of the

Continuing Directors or successor Continuing Directors, who are

on the Board at the time of the nomination or election, as

applicable.



                           ARTICLE VII

     LIMITATION OF LIABILITY; INDEMNIFICATION AND ADVANCE OF

                            EXPENSES



        Section 7.1    Limitation of Liability.  To the fullest extent

that applicable law (including the MGCL and the 1940 Act), as in

effect from time to time, permits the limitation or elimination

of the liability of directors and officers, no director or

officer of the Corporation shall be liable to the Corporation or

to its stockholders for money damages.  No amendment to or repeal

of this Article shall apply to or have any effect on the

liability or alleged liability of any director or officer of the

Corporation for or with respect to any acts or omissions of such

director or officer occurring prior to such amendment or repeal.

        Section 7.2    Indemnification and Advance of Expenses.  The

Corporation shall indemnify to the fullest extent permitted by

applicable law (including the MGCL and the 1940 Act), as in

effect from time to time, any person who was or is involved in

any manner (including, without limitation, as a party or a

witness), or is threatened to be made so involved, in any

investigation, claim, action, suit or proceeding, whether

criminal, civil, administrative or investigative, by reason of

the fact that such person or such person's testator or intestate

is or was a director or officer or, at the option of the Board of

Directors in any particular case, an employee or agent of the

Corporation or serves or served at the request of the Corporation

any other enterprise as a director, officer, partner or trustee,

or, at the option of the Board of Directors in any particular

case, an employee or agent.  To the fullest extent permitted by

applicable law (including the MGCL and the 1940 Act), as in

effect from time to time, expenses incurred by any such person in

connection with any such investigation, claim, action, suit or

proceeding shall be paid or reimbursed by the Corporation

promptly upon receipt by it of an undertaking of such person to

repay such expenses if it shall ultimately be determined that

such person is not entitled to be indemnified by the Corporation.

The rights provided to any director or officer by this Article

shall be enforceable against the Corporation by any such director

or officer, who shall be presumed to have relied upon it in

serving or continuing to serve as a director or officer as

provided above.  No amendment to or repeal of this Article shall

impair the rights of any person arising at any time with respect

to events occurring prior to such amendment or repeal.

Section 7.3    1940 Act.  The provisions of this Article VII
shall be subject to the 1940 Act.
Section 7.4    Amendment or Repeal.  Neither the amendment nor
repeal of this Article VII, nor the adoption or amendment of any
other provision of the charter or Bylaws inconsistent with this
Article VII, shall apply to or affect in any respect the
applicability of the preceding sections of this Article VII with
respect to any act or failure to act which occurred prior to such
amendment, repeal or adoption.
          THIRD:  The amendment to and restatement of the charter

as hereinabove set forth was approved by a majority of the entire

Board of Directors and approved by the stockholders of the

Corporation as required by law.

          FOURTH:  The current address of the principal office of

the Corporation is as set forth in Article III of the foregoing

amendment and restatement of the charter.

          FIFTH:  The name and address of the Corporation's

current resident agent is as set forth in Article III of the

foregoing amendment and restatement of the charter.

          SIXTH:  The number of directors of the Corporation and

the names of those currently in office are as set forth in

Article IV of the foregoing amendment and restatement of the

charter.

        SEVENTH:   The total number of shares of stock which the

Corporation had authority to issue immediately prior to this

amendment and restatement was 55,000,000, consisting of

50,000,000 shares of Common Stock, $1.00 par value per share and

5,000,000 shares of Preferred Stock, no par value per share.  The

aggregate par value of all shares of stock having par value was

$50,000,000.

        EIGHTH:  The total number of shares of stock which the

Corporation has authority to issue pursuant to the foregoing

amendment and restatement of the charter is 55,000,000,

consisting of 50,000,000 shares of Common Stock, $.001 par value

per share, and 5,000,000 shares of Preferred Stock,  $.001 par

value per share.  The aggregate par value of all authorized

shares of stock having par value is $55,000.

        NINTH:  The undersigned President acknowledges these

Articles of Amendment and Restatement to be the corporate act of

the Corporation and, as to all matters or facts required to be

verified under oath, the undersigned President acknowledges that,

to the best of his knowledge, information and belief, these

matters and facts are true in all material respects and that this

statement is made under the penalties for perjury.

                    [SIGNATURE PAGE FOLLOWS]



        IN WITNESS WHEREOF, the Corporation has caused these

Articles of Amendment and Restatement to be signed in its name

and on its behalf by its President and attested to by its

Secretary on this _____ day of November, 2006.



ATTEST:                            PETROLEUM & RESOURCES
CORPORATION

_______________________
By:__________________________(SEAL)
Lawrence L. Hooper, Jr.                       Douglas G. Ober
Secretary                                President




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