EXHIBIT
3.1.4
REDWOOD
TRUST, INC.
CERTIFICATE
OF AMENDMENT
REDWOOD
TRUST, INC., a Maryland corporation (which is hereinafter called the
“Corporation”), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST:
The Charter of the Corporation is hereby amended as follows:
(a) Section
3
of Article XI of this Corporation’s Charter is amended to read in its entirety
as follows:
Section
3. Prevention
of Transfer.
If the
Board of Directors or its designee shall at any time determine in good faith
that a purported Transfer has taken place in violation of Section 2 of this
Article XI or that a Person intends to acquire or Transfer or has attempted
to
acquire or Transfer Beneficial Ownership of Capital Stock of the Corporation
in
violation of Section 2, the Board of Directors or its designee shall take such
action as it deems advisable to refuse to give effect to or prevent such
Transfer, including, but not limited to, refusing to give effect to such
Transfer on the books of the Corporation or instituting proceedings to enjoin
such Transfer; provided
however,
that
any purported Transfers in violation of this Article XI shall automatically
result in the designation and treatment described in this Article XI,
irrespective of any actions (or non-action) by the Board of
Directors.
(b) The
definition of “Beneficial Ownership” contained in Section 1 of Article XI of
this Corporation’s Charter is amended to read as follows:
Beneficial
Ownership.
“Beneficial Ownership” shall mean beneficial ownership as determined under Rule
13d-3, as amended from time to time, adopted pursuant to the Securities Exchange
Act of 1934, as amended, of Capital Stock by a Person, either directly or
constructively, including through the application of Section 544 of the Code,
as
modified by Sections 856(h)(1)(B) and 856(h)(3)(A) of the Code and determined
without respect to whether such ownership has the effect of meeting the stock
ownership requirement of Section 542(a)(2) of the Code. The terms “Beneficial
Owner,” “Beneficially Owning,” “Beneficially Own” and “Beneficially Owned” shall
have the correlative meanings.
SECOND:
The amendment does not increase the authorized stock of the
Corporation.
THIRD:
The foregoing amendment to the Charter of the Corporation has been advised
by
the Board of Directors and approved by the stockholders of the
Corporation.
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WITNESS:
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REDWOOD
TRUST, INC.
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By:
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/s/
Vickie L. Rath
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By:
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/s/
Douglas B.
Hansen
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Vickie
L. Rath, Secretary
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Douglas
B. Hansen, President
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THE
UNDERSIGNED, President of Redwood Trust, Inc., who executed on behalf of the
Corporation the foregoing Articles of Amendment of which this certificate is
made a part, hereby acknowledges in the name and on behalf of said Corporation
the foregoing Articles of Amendment to be the corporate act of said Corporation
and hereby certifies that to the best of his knowledge, information and belief
the matters and facts set forth therein with respect to the authorization and
approval thereof are true in all material respects under the penalties of
perjury.
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Douglas
B. Hansen, President
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[filed
6/30/98]