<PAGE> PAGE 1
000 B000000 10/31/1999
000 C000000 0001043245
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 SAMCO FUNDS, INC.
001 B000000 811-8323
001 C000000 2123325211
002 A000000 600 FIFTH AVENUE
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10020
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 Y
007 B000000 2
007 C010100 1
007 C020100 SAMCO AGGREGATE FIXED INCOME FUND
007 C030100 N
007 C010200 2
007 C020200 SAMCO INTERMEDIATE FIXED INCOME FUND
007 C030200 N
007 C010300 3
007 C010400 4
007 C010500 5
007 C010600 6
007 C010700 7
007 C010800 8
007 C010900 9
007 C011000 10
008 A00AA01 SEIX INVESTMENT ADVISORS, INC.
008 B00AA01 A
008 C00AA01 801-42070
008 D01AA01 WOODCLIFF LAKE
008 D02AA01 NJ
008 D03AA01 07675
008 D04AA01 7633
010 A00AA01 INVESTORS CAPITAL SERVICES, INC.
010 C01AA01 NEW YORK
010 C02AA01 NY
010 C03AA01 10020
011 A00AA01 AMT CAPITAL SECURITIES, LLC
011 B00AA01 8-45285
011 C01AA01 NEW YORK
011 C02AA01 NY
<PAGE> PAGE 2
011 C03AA01 10020
012 A00AA01 INVESTORS BANK & TRUST COMPANY
012 B00AA01 85-720
012 C01AA01 BOSTON
012 C02AA01 MA
012 C03AA01 02205
012 C04AA01 1537
013 A00AA01 ERNST & YOUNG LLP
013 B01AA01 NEW YORK
013 B02AA01 NY
013 B03AA01 10019
014 A00AA01 AMT CAPITAL SECURITIES, LLC
014 B00AA01 8-45285
015 A00AA01 INVESTORS BANK & TRUST COMPANY
015 B00AA01 C
015 C01AA01 BOSTON
015 C02AA01 MA
015 C03AA01 02205
015 C04AA01 1537
015 E04AA01 X
018 00AA00 Y
019 A00AA00 N
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022 A000001 INVESTORS BANK & TRUST CO.
022 B000001 04-2447211
022 C000001 644878
022 D000001 0
022 A000002 GOLDMAN SACHS & CO.
022 B000002 13-5108880
022 C000002 130884
022 D000002 121832
022 A000003 BEAR, STEARNS & CO., INC
022 B000003 13-3299429
022 C000003 31238
022 D000003 31201
022 A000004 CS FIRST BOSTON CORP.
022 B000004 13-5659485
022 C000004 24939
022 D000004 25717
022 A000005 MERRILL LYNCH, PIERCE, FENNER & SMITH, INC.
<PAGE> PAGE 3
022 B000005 13-5674085
022 C000005 21992
022 D000005 20587
022 A000006 SALOMON SMITH BARNEY, INC.
022 B000006 11-2418191
022 C000006 21048
022 D000006 20943
022 A000007 MORGAN STANLEY DEAN WITTER & CO.
022 B000007 13-2655998
022 C000007 16989
022 D000007 16542
022 A000008 AUTRANET, INC.
022 B000008 13-2961507
022 C000008 16330
022 D000008 12994
022 A000009 SBC WARBURG DILLON REED
022 B000009 13-3340045
022 C000009 12978
022 D000009 14641
022 A000010 LEHMAN BROTHERS, INC.
022 B000010 13-2518466
022 C000010 12068
022 D000010 14667
023 C000000 986491
023 D000000 325325
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<PAGE> PAGE 4
033 00AA00 0
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054 F00AA00 N
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054 H00AA00 Y
054 I00AA00 N
054 J00AA00 Y
054 K00AA00 N
054 L00AA00 N
054 M00AA00 Y
054 N00AA00 N
054 O00AA00 N
055 A00AA00 N
055 B00AA00 N
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058 A00AA00 N
059 00AA00 Y
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<PAGE> PAGE 5
067 00AA00 N
068 A00AA00 N
068 B00AA00 N
069 00AA00 N
077 A000000 Y
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080 A00AA00 VIGILANT INSURANCE COMPANY
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<PAGE> PAGE 6
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062 A000100 Y
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<PAGE> PAGE 7
062 O000100 0.0
062 P000100 46.1
062 Q000100 17.6
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063 B000100 9.2
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064 B000100 N
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070 F010100 N
070 F020100 N
070 G010100 Y
070 G020100 N
070 H010100 N
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070 I010100 N
070 I020100 N
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070 J020100 Y
070 K010100 Y
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070 L010100 Y
070 L020100 Y
070 M010100 N
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070 N010100 N
070 N020100 N
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070 O020100 N
070 P010100 N
070 P020100 N
070 Q010100 N
070 Q020100 N
070 R010100 N
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<PAGE> PAGE 8
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<PAGE> PAGE 9
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<PAGE> PAGE 10
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<PAGE> PAGE 11
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<PAGE> PAGE 12
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<PAGE> PAGE 13
SIGNATURE ALISSA FOX
TITLE FUND ADMINISTRATOR
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial
information extracted from Samco Aggregate Fixed Incom
from form N-SAR for the period ended October 31, 1999
and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 1
<NAME> SAMCO Aggregate Fixed Income Fund
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Oct-31-1999
<PERIOD-END> Oct-31-1999
<INVESTMENTS-AT-COST> 67,700,021
<INVESTMENTS-AT-VALUE> 67,314,054
<RECEIVABLES> 14,421,211
<ASSETS-OTHER> 60,453
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 81,795,718
<PAYABLE-FOR-SECURITIES> 25,442,419
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 68,274
<TOTAL-LIABILITIES> 25,510,693
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 58,476,023
<SHARES-COMMON-STOCK> 5,821,992
<SHARES-COMMON-PRIOR> 4,280,534
<ACCUMULATED-NII-CURRENT> 79,129
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 1,884,160
<ACCUM-APPREC-OR-DEPREC> (385,967)
<NET-ASSETS> 56,285,025
<DIVIDEND-INCOME> 72,578
<INTEREST-INCOME> 2,916,533
<OTHER-INCOME> 0
<EXPENSES-NET> 215,832
<NET-INVESTMENT-INCOME> 2,773,279
<REALIZED-GAINS-CURRENT> (1,848,785)
<APPREC-INCREASE-CURRENT> (474,264)
<NET-CHANGE-FROM-OPS> 450,230
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,731,435
<DISTRIBUTIONS-OF-GAINS> 508,624
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,789,540
<NUMBER-OF-SHARES-REDEEMED> 547,552
<SHARES-REINVESTED> 299,470
<NET-CHANGE-IN-ASSETS> 12,386,314
<ACCUMULATED-NII-PRIOR> 37,285
<ACCUMULATED-GAINS-PRIOR> 473,249
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 119,906
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 340,818
<AVERAGE-NET-ASSETS> 47,962,475
<PER-SHARE-NAV-BEGIN> 10.26
<PER-SHARE-NII> 0.56
<PER-SHARE-GAIN-APPREC> (0.48)
<PER-SHARE-DIVIDEND> 0.56
<PER-SHARE-DISTRIBUTIONS> 0.11
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 9.67
<EXPENSE-RATIO> 0.45
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial
information extracted from Samco Intermediate Fixed In
from form N-SAR for the period ended October 31, 1999
and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 2
<NAME> SAMCO Intermediate Fixed Income Fund
<S> <C>
<PERIOD-TYPE> 4-MOS
<FISCAL-YEAR-END> Oct-31-1999
<PERIOD-END> Oct-31-1999
<INVESTMENTS-AT-COST> 10,547,111
<INVESTMENTS-AT-VALUE> 10,533,043
<RECEIVABLES> 1,156,838
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 11,689,881
<PAYABLE-FOR-SECURITIES> 668,639
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 94,977
<TOTAL-LIABILITIES> 763,616
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 11,008,982
<SHARES-COMMON-STOCK> 1,100,898
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 7,744
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 76,393
<ACCUM-APPREC-OR-DEPREC> (14,068)
<NET-ASSETS> 10,926,265
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 235,973
<OTHER-INCOME> 0
<EXPENSES-NET> 16,636
<NET-INVESTMENT-INCOME> 219,337
<REALIZED-GAINS-CURRENT> (76,393)
<APPREC-INCREASE-CURRENT> (14,068)
<NET-CHANGE-FROM-OPS> 128,876
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 211,593
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,100,898
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 10,926,265
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 9,241
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 66,836
<AVERAGE-NET-ASSETS> 10,969,046
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.20
<PER-SHARE-GAIN-APPREC> (0.09)
<PER-SHARE-DIVIDEND> 0.19
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 9.92
<EXPENSE-RATIO> 0.45
</TABLE>
-5-
Exhibit d(2)
ADVISORY AGREEMENT
ADVISORY AGREEMENT, dated June 14, 1999, between SAMCO Fund, Inc., a
Maryland corporation (the "Fund"), and Seix Investment Advisors Inc., a New
Jersey corporation (the "Adviser").
In consideration of the mutual agreements herein made, the parties
hereto agree as follows:
1. Attorney-in-Fact. The Fund appoints the Adviser as its
attorney-in-fact to invest and reinvest the assets of the SAMCO Intermediate
Fixed Income Fund (the "Portfolio"), as fully as the Fund itself could do. The
Adviser hereby accepts this appointment.
2. Duties of the Adviser. (a) The Adviser shall be responsible for
managing the investment assets of the Portfolio, including, without limitation,
providing investment research, advice and supervision, determining which
portfolio securities shall be purchased or sold by the Portfolio, purchasing and
selling securities on behalf of the Portfolio and determining how voting and
other rights with respect to portfolio securities of the Portfolio shall be
exercised, subject in each case to the control of the Board of Directors of the
Fund (the "Board") and in accordance with the objective, policies and principles
of the Portfolio set forth in the Registration Statement, as amended, of the
Fund, the requirements of the Investment Company Act of 1940, as amended, (the
"Act") and other applicable law. In performing such duties, the Adviser shall
provide such office space, and such executive and other personnel as shall be
necessary for the investment operations of the Portfolio. In managing the
Portfolio in accordance with the requirements set forth in this paragraph 2, the
Adviser shall be entitled to act upon advice of counsel to the Fund or counsel
to the Adviser.
(b) Subject to Section 36 of the Act, the Adviser shall not be liable
to the Fund for any error of judgment or mistake of law or for any loss arising
out of any investment or for any act or omission in the management of the
Portfolio and the performance of its duties under this Agreement except for
losses arising out of the Adviser's willful misfeasance, bad faith, or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement. It is agreed that
the Adviser shall have no responsibility or liability for the accuracy or
completeness of the Fund's Registration Statement under the Act and the
Securities Act of 1933 except for information about the Adviser contained in the
Prospectus included as part of such Registration Statement supplied by the
Adviser for inclusion therein. The Fund agrees to indemnify and hold the Adviser
harmless from and against all claims, losses, costs, damages and expenses,
including reasonable fees and expenses for counsel, incurred by it resulting
from any claim, demand, action or suit in connection with or arising out of any
action or omission by the Adviser in the performance of this Agreement except
for those claims, losses, costs, damages and expenses resulting from the
Adviser's willful misfeasance, bad faith, or gross negligence in the performance
of its duties or by reason of its reckless disregard of its obligations and
duties under this Agreement.
(c) The Adviser and its officers may act and continue to act as
investment advisers and managers for others (including, without limitation,
other investment companies), and nothing in this Agreement will in any way be
deemed to restrict the right of the Adviser to perform investment management or
other services for any other person or entity, and the performance of such
services for others will not be deemed to violate or give rise to any duty or
obligation to the Fund.
(d) Except as provided in Section 5, nothing in this Agreement will
limit or restrict the Adviser or any of its officers, affiliates or employees
from buying, selling or trading in any securities for its or their own account
or accounts. The Fund acknowledges that the Adviser and its officers, affiliates
or employees, and its other clients may at any time have, acquire, increase,
decrease or dispose of positions in investments which are at the same time being
acquired or disposed of for the account of the Portfolio. The Adviser will have
no obligation to acquire for the Portfolio a position in any investment which
the Adviser, its officers, affiliates or employees may acquire for its or their
own accounts or for the account of another client, if in the sole discretion of
the Adviser, it is not feasible or desirable to acquire a position in such
investment for the account of the Portfolio, provided that the Adviser shall
have acted in good faith and in a manner deemed equitable to the Portfolio. The
Adviser represents that it has adopted a code of ethics governing personal
trading that complies in all material respects with the recommendations
contained in the Investment Company Institute "Report of the Advisory Group on
Personal Investing," dated May 9, 1994, and the Adviser agrees to furnish a copy
of such code of ethics to the Directors of the Fund.
(e) If the purchase or sale of securities consistent with the
investment policies of the Portfolio and one or more other clients serviced by
the Adviser is considered at or about the same time, transactions in such
securities will be allocated among the Portfolio and clients in a manner deemed
fair and reasonable by the Adviser. Although there is no specified formula for
allocating such transactions, the various allocation methods used by the
Adviser, and the results of such allocations, are subject to periodic review by
the Board.
3. Expenses. The Adviser shall pay all of its expenses arising from the
performance of its obligations under this Agreement. Except as provided below,
the Adviser shall not be required to pay any other expenses of the Fund
(including out-of-pocket expenses, but not including the Adviser's overhead or
employee costs), including without limitation, organization expenses of the
Fund; brokerage commissions; maintenance of books and records which are required
to be maintained by the Fund's custodian or other agents of the Fund; telephone,
telex, facsimile, postage and other communications expenses; expenses relating
to investor and public relations; freight, insurance and other charges in
connection with the shipment of the Fund's portfolio securities; indemnification
of Directors and officers of the Fund; travel expenses (or an appropriate
portion thereof) of Directors and officers of the Fund to the extent that such
expenses relate to attendance at meetings of the Board of Directors of the Fund
or any committee thereof or advisors thereto held outside of the Adviser's
offices; interest, fees and expenses of independent attorneys, auditors,
custodians, accounting agents, transfer agents, dividend disbursing agents and
registrars; payment for portfolio pricing or valuation service to pricing
agents, accountants, bankers and other specialists, if any; taxes and government
fees; cost of stock certificates and any other expenses (including clerical
expenses) of issue, sale, repurchase or redemption of shares; expenses of
registering and qualifying shares of the Fund under Federal and state laws and
regulations; expenses of printing and distributing reports, notices, dividends
and proxy materials to existing stockholders; expenses of printing and filing
reports and other documents filed with governmental agencies, expenses of
printing and distributing prospectuses; expenses of annual and special
stockholders' meetings; costs of stationery, fees and expenses (specifically
including travel expenses relating to Fund business) of Directors of the Fund
who are not employees of the Adviser or its affiliates; membership dues in the
Investment Company Institute; insurance premiums and extraordinary expenses such
as litigation expenses.
4. Compensation. (a) As compensation for the services performed and the
facilities and personnel provided by the Adviser pursuant to this Agreement, the
Fund will pay to the Adviser promptly at the end of each calendar month, a fee,
calculated on each day during such month, at an annual rate of 0.25% of the
Portfolio's average daily net assets. The Adviser shall be entitled to receive
during any month such interim payments of its fee hereunder as the Adviser shall
request, provided that no such payment shall exceed 50% of the amount of such
fee then accrued on the books of the Portfolio and unpaid.
(b) If the Adviser shall serve hereunder for less than the whole of any month,
the fee payable hereunder shall be prorated.
(c) For purposes of this Section 4, the "average daily net assets" of the
Portfolio shall mean the average of the values placed on the Portfolio's net
assets on each day pursuant to the applicable provisions of the Fund's
Registration Statement, as amended.
5. Purchase and Sale of Securities. The Adviser shall purchase
securities from or through and sell securities to or through such persons,
brokers or dealers as the Adviser shall deem appropriate in order to carry out
the policy with respect to the allocation of portfolio transactions as set forth
in the Registration Statement of the Fund, as amended, or as the Board may
direct from time to time. The Adviser will use its reasonable efforts to execute
all purchases and sales with dealers and banks on a best net price basis. The
Adviser will consider the full range and quality of services offered by the
executing broker or dealer when making these determinations. Neither the Adviser
nor any of its officers, affiliates or employees will act as principal or
receive any compensation from the Portfolio in connection with the purchase or
sale of investments for the Portfolio other than the fee referred to in
Paragraph 4 hereof.
6. Term of Agreement. This Agreement shall continue in full force and
effect until two years from the date hereof, and will continue in effect from
year to year thereafter if such continuance is approved in the manner required
by the Act, provided that this Agreement is not otherwise terminated. The
Adviser may terminate this Agreement at any time, without the payment of any
penalty, upon 60 days' written notice to the Fund. The Fund may terminate this
Agreement with respect to the Portfolio at any time, without the payment of any
penalty, on 60 days' written notice to the Adviser by vote of either the
majority of the non-interested members of the Board or a majority of the
outstanding voting securities (as defined in Section 2(a)(42) of the Act) of the
Portfolio. This Agreement will automatically terminate in the event of its
assignment (the term "assignment" for this purpose having the meaning defined in
Section 2(a)(4) of the Act).
7. Changes in Membership. The Adviser is a corporation duly existing
under the laws of the State of New Jersey. In the event the Adviser changes
ownership, the Adviser shall notify the Fund of such change within a reasonable
time after the change.
8. Notices. Any notice or other communication authorized or required
hereunder shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. Notice shall be addressed to the Fund at c/o Investors
Capital Services, Inc., 600 Fifth Avenue, 26th Floor, New York, NY 10020,
Attention: Mr. Bill Vastardis, Treasurer; and to Seix Investment Advisors Inc.,
Whiteweld Corporate Centre 300 Tice Boulevard, Woodcliff Lake, NJ 07675-7633,
Attention: Ms. Christina Seix. Either party may designate a different address by
notice to the other party. Any such notice or other communication shall be
deemed given when actually received.
9. Amendment. This Agreement may be amended by the parties hereto with
respect to the Portfolio only if such amendment is specifically approved (i) by
the Board of Directors of the Fund or by the vote of a majority of outstanding
shares of the Portfolio ("Shares"), and (ii) by the Director(s) who are not
interested persons (the term "non interested" for this purpose having the
meaning defined in section 2 (a) (19) of the Act) of the Fund ("Non-Interested
Director(s)"), which vote must be cast in person at a meeting called for the
purpose of voting on such approval.
10. Right of Adviser In Corporate Name. The Adviser and the Fund each
agree that the phrase "SAMCO" which comprises a component of the Fund's
corporate name, is a property right of the Adviser. The Fund agrees and consents
that (i) it will only use the phrase "SAMCO" as a component of its corporate
name and for no other purpose; (ii) it will not purport to grant to any third
party the right to use the phrase "SAMCO" for any purpose; (iii) the Adviser or
any corporate affiliate of the Adviser may use or grant to others the right to
use the phrase "SAMCO" or any combination or abbreviation thereof, as all or a
portion of a corporate or business name or for any commercial purpose, including
a grant of such right to any other investment company, and at the request of the
Adviser, the Fund will take such action as may be required to provide its
consent to such use or grant; and (iv) upon the termination of any investment
advisory agreement into which the Adviser and the Fund may enter, the Fund
shall, upon request by the Adviser, promptly take such action, at its own
expense, as may be necessary to change the Fund's corporate name to one not
containing the phrase "SAMCO" and following such a change, shall not use the
phrase "SAMCO" or any combination thereof, as part of the Fund's corporate name
or for any other commercial purpose, and shall use its reasonable efforts to
cause its officers, directors and stockholders to take any and all actions which
the Adviser may request to effect the foregoing and recovery to the Adviser any
and all rights to such phrase.
11. Miscellaneous. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey. Anything herein to the
contrary notwithstanding, this Agreement shall not be construed to require or to
impose any duty upon either of the parties to do anything in violation of any
applicable laws or regulations.
IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement
to be executed by their duly authorized officers as of the date first written
above.
ATTEST SAMCO FUND, INC.
By: /s/ Susan C. Mosher By:/s/ William E. Vastardis
William E. Vastardis, Treasurer
ATTEST SEIX INVESTMENT ADVISORS INC.
By: /s/ Peter J. Bourke By: /s/ Christina Seix______________
Peter J. Bourke Christina Seix, Chairman & CIO
Exhibit a(3)
SAMCO FUND, INC.
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
SAMCO Fund, Inc., a Maryland corporation (the "Corporation") having a principal
office in New York, New York and having the Corporation Trust Incorporated as
its resident agent located at 32 South Street, Baltimore, Maryland 21202, hereby
certifies to the State Department of Assessments and Taxation of Maryland as
follows:
FIRST: The Charter of the Corporation is hereby amended by striking our
Article SECOND and inserting in its
place the following:
"SECOND: The name of the Corporation is SAMCO Funds, Inc.
SECOND: Pursuant to the authority vested in the Board of Directors in Article
FIFTH of the Articles of Incorporation of the Corporation (the "Charter"), the
Board of Directors may, without shareholder approval, designate one or more
classes of shares of common stock, fix the number of shares in any such class
and reclassify any unissued shares with respect to such class (subject to any
applicable rule, regulation or order of the Securities and Exchange Commission
or other applicable law or regulation) which shall have such preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications, terms and conditions of redemption and other
characteristics as the Board may determine in the absence of contrary
determination set forth herein. The aforesaid power shall include the power to
create, by classifying unissued shares in the aforesaid manner, one or more
classes in addition to those initially designated in the Charter;
THIRD: Pursuant to the foregoing authority, the Board of Directors has
reclassified and designated: (a) 350,000,000 authorized but unallocated shares
of the Corporation's common stock, par value $.001 per share, as SAMCO
Intermediate Fixed Income Fund Class A common stock, par value $.001 per share
(the "Class A shares"), and (b) 150,000,000 authorized but unallocated shares of
the Corporation's common stock, par value $.001 per share, as SAMCO Intermediate
Fixed Income Fund Class B common stock (the "Class B shares"), par value $.001
per share. The Class A shares and the Class B shares represent interests in the
same investment portfolio of the Corporation and together shall be subject to
all provisions of Article FIFTH of the Charter relating to stock of the
Corporation generally and shall have identical preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption, except as follows:
(a) The dividends and distributions of investment income and capital
gains with respect to the Class A shares and the Class B shares,
respectively, shall be in such amount as may be declared from time to
time by the Board of Directors, and such dividends and distributions
may vary as between the Class A shares and the Class B shares to
reflect differing allocations of the expenses of the Corporation
between the holders of the Class A shares and the holders of the Class
B shares to such extent and for such purposes as the Board of Directors
may deem appropriate;
(b) The holders of the Class B shares shall have the exclusive voting
rights with respect to provisions of a distribution plan, if any,
adopted by the Corporation pursuant to Rule 12b-1 under the Investment
Company Act of 1940 (a "Plan") applicable to the Class B shares and no
voting rights with respect to the provisions of any Plan applicable to
the Class A shares; and the holders of the Class A shares shall have
exclusive voting rights with respect to the provisions of any Plan
applicable to the Class A shares and no voting rights with respect to
the provisions of any Plan applicable to the Class B shares; and
(c) The net asset value of a Class A share and the net asset value of a
Class B share shall be separately computed, and may vary from one
another, in order to reflect any differences in the undistributed
investment income or capital gains allocated to each such class, or in
the capital account of each such class, resulting from differing
allocations of the expenses of the Corporation between the holders of
the Class A shares and the holders of the Class B shares.
FOURTH: The Charter of the Corporation is hereby amended further to provide
that the Corporation's "Fixed Income
Portfolio" series is hereby redesignated the "SAMCO Aggregate Fixed Income
Fund."
FIFTH: These Articles of Amendment to the Articles of Incorporation do
not increase the capital stock of the
Corporation.
SIXTH: The Amendment to the Articles of Incorporation of the Corporation
as hereinabove set forth shall be
effective on June 10, 1999.
SEVENTH: The foregoing amendment to the Articles of Incorporation of the
Corporation was approved by a majority of the entire Board of Directors of the
Corporation; the Charter amendment is limited to changes expressly permitted by
Section 2-605 of Subtitle 6 of Title 2 of the Maryland General Corporation law
to be made without action by the stockholders, and the Corporation is registered
as an open-end investment company under the Investment Company Act of 1940, as
amended.
IN WITNESS WHEREOF, SAMCO Fund, Inc. has caused these presents to be signed
in its name and on its behalf by its
President and witnessed by its Secretary on June 10, 1999.
ATTESTED: SAMCO FUND, INC.
/s/ William E. Vastardis______ /s/ John G. Talty_______
William E. Vastardis, Secretary John G. Talty, President
THE UNDERSIGNED, John G. Talty, President of SAMCO Fund, Inc., who executed on
behalf of the Corporation the foregoing Articles of Amendment to the Articles of
Incorporation of which this certificate is made a part, hereby acknowledges in
the name and on behalf 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.
/s/ John G. Talty_______
John G. Talty, President
Report of Independent Auditors
To the Shareholders and Board of Directors of
SAMCO Funds, Inc.
In planning and performing our audit of the financial statements of SAMCO Funds,
Inc. (comprised of the Aggregate Fixed Income Fund and the Intermediate Fixed
Income Fund) for the year ended October 31, 1999, we considered its internal
control, including control activities for safeguarding securities, in order to
determine our auditing procedures for the purpose of expressing our opinion on
the financial statements and to comply with the requirements of Form N-SAR, not
to provide assurance on internal control.
The management of SAMCO Funds, Inc. is responsible for establishing and
maintaining internal control. In fulfilling this responsibility, estimates and
judgments by management are required to assess the expected benefits and related
costs of controls. Generally, controls that are relevant to an audit pertain to
the entity's objective of preparing financial statements for external purposes
that are fairly presented in conformity with generally accepted accounting
principles. Those controls include the safeguarding of assets against
unauthorized acquisition, use or disposition.
Because of inherent limitations in internal control, error or fraud may occur
and not be detected. Also, projection of any evaluation of internal control to
future periods is subject to the risk that it may become inadequate because of
changes in conditions or that the effectiveness of the design and operation may
deteriorate.
Our consideration of internal control would not necessarily disclose all matters
in internal control that might be material weaknesses under standards
established by the American Institute of Certified Public Accountants. A
material weakness is a condition in which the design or operation of one or more
of the internal control components does not reduce to a relatively low level the
risk that misstatements caused by error or fraud in amounts that would be
material in relation to the financial statements being audited may occur and not
be detected within a timely period by employees in the normal course of
performing their assigned functions. However, we noted no matters involving
internal control and its operation, including controls for safeguarding
securities, that we consider to be material weaknesses as defined above at
October 31, 1999.
This report is intended solely for the information and use of management, the
Board of Directors of SAMCO Funds, Inc., and the Securities and Exchange
Commission and is not intended to be and should not be used by anyone other than
these specified parties.
ERNST & YOUNG LLP
December 7, 1999
