ARTICLES OF AMENDMENT
OF
STRATUS FUND, INC.
1. In accordance with Sections 135 and 139 of Chapter 302A of the
Minnesota Statutes, the Board of Directors of Stratus Fund, Inc., a Minnesota
corporation (the "Corporation"), recommended by a resolution dated March 21,
2000, that the shareholders of Capital Appreciation Portfolio and Intermediate
Government Bond Portfolio approve, and the shareholders having approved at a
Special Meeting of the shareholders of Capital Appreciation Portfolio and
Intermediate Government Bond Portfolio held on May 25, 2000, the number of votes
cast for the amendments by the shareholders being sufficient for such approval
in accordance with Section 437 of Chapter 302A of the Minnesota Statutes, the
amendment of the Corporation's Articles of Incorporation as follows:
a. RECLASSIFICATION AND CHANGE OF OUTSTANDING SHARES. On the
effective date of these Articles of Amendment:
i. All of the issued and outstanding Retail Class A shares
of Capital Appreciation Portfolio shall be reclassified and changed into
and become Retail Class A shares of Growth Portfolio based upon their
respective net asset values, and thereafter shall have the attributes of
Retail Class A shares of Growth Portfolio;
ii. All of the issued and outstanding Institutional Class
shares of Intermediate Government Bond Portfolio shall be reclassified
and changed into and become Institutional Class shares of Government
Securities Portfolio based upon their respective net asset values, and
thereafter shall have the attributes of Institutional Class shares of
Government Securities Portfolio;
iii. All of the issued and outstanding Retail Class A
shares of Intermediate Government Bond Portfolio shall be reclassified
and changed into and become Retail Class A shares of Government
Securities Portfolio based upon their respective net asset values, and
thereafter shall have the attributes of Institutional Class shares of
Government Securities Portfolio; and
iv. All of the issued and outstanding Institutional Class
shares of Intermediate Government Bond Portfolio shall be reclassified
and changed into and become Institutional Class shares of Government
Securities Portfolio based upon their respective net asset values, and
thereafter shall have the attributes of Institutional Class shares of
Government Securities Portfolio.
b. RECLASSIFICATION OF SHARES. On the effective date of these
Articles of Amendment:
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i. All of the authorized but unissued shares of Capital
Appreciation Portfolio shall be reclassified as having no designation or
classification and shall thereafter be authorized shares of stock of the
Corporation without further designation or classification; and
ii. All of the authorized but unissued shares of Intermediate
Government Bond Portfolio shall be reclassified as having no designation
or classification and shall thereafter be authorized shares of stock of
the Corporation without further designation or classification.
2. Immediately prior to the filing of these Articles of Amendment, the
Corporation had authority to issue 1,000,000,000 shares of common stock with a
par value of $.001 per share. Of these shares:
a. 20,000,000 shares were classified as Growth Portfolio Retail
Class A Series shares, 20,000,000 shares were classified as Government
Securities Portfolio Retail Class A Series shares, 20,000,000 shares were
classified as Intermediate Government Bond Class A Series Retail shares,
20,000,000 shares were classified as Capital Appreciation Portfolio Class A
Series Retail shares, and 20,000,000 shares were classified as International
Portfolio Retail Class A Series shares;
b. 20,000,000 shares were classified as Growth Portfolio
Institutional Class Series shares, 10,000,000 shares were classified as
Government Securities Portfolio Institutional Class Series shares, 10,000,000
shares were classified as Intermediate Government Bond Portfolio Institutional
Class Series shares, 10,000,000 shares were classified as Capital Appreciation
Portfolio Institutional Class Series shares, and 10,000,000 shares were
classified as International Portfolio Institutional Class Series shares; and
c. 840,000,000 shares were shares of stock without further
designation or classification.
3. As of the filing of these Articles of Amendment, the Corporation
shall have the following allocation of authorized shares:
a. 20,000,000 shares have been classified as Growth Portfolio
Retail Class A Series shares; 20,000,000 shares have been classified as
Government Securities Portfolio Retail Class A Series shares; 20,000,000 shares
have been classified as International Portfolio Retail Class A Series shares;
b. 20,000,000 shares have been classified as Growth Portfolio
Institutional Class Series shares; 10,000,000 shares have been classified as
Government Securities Portfolio Institutional Class Series shares; and
10,000,000 shares have been classified as International Portfolio Institutional
Class Series shares; and
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c. 900,000,000 shares are shares of stock without further
designation or classification.
4. Unissued shares of common stock may be classified and reclassified
by the Board of Directors.
5. The preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption of the Retail Class A and Institutional Class shares of
common stock are as set forth in the Corporation's Amended and Restated Articles
of Incorporation as filed with the Department of Secretary of State of the State
of Minnesota on December 31, 1997, and remain unchanged.
6. The undersigned officer of the Corporation has been duly authorized
to submit these Articles of Amendment to the Department of Secretary of State of
the State of Minnesota for filing in accordance with Section 151 of Chapter 302A
of the Minnesota Statutes.
IN WITNESS WHEREOF, the undersigned President of the Corporation has
executed these amended Articles of Incorporation on May 22, 2000.
/s/ Michael S. Dunlap
------------------------------------
Michael S. Dunlap
STATE OF NEBRASKA )
) ss.
COUNTY OF LANCASTER )
On May 22, 2000, before me, a notary public, personally appeared Michael
S. Dunlap, to me known to be the person named as the President of Stratus Fund,
Inc., a Minnesota corporation, who executed the foregoing Amendment to the
Articles of Incorporation on behalf of said corporation.
Witness my hand and official seal.
/s/ Sue Herman
---------------------------------
Notary Public
My Commission Expires: May 17, 2004
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