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Exhibit (a) 3.b.
ARTICLES OF TRANSFER
Pursuant to the provisions of the Maryland General Corporation Law, SM&R
Equity Income Fund, Inc. ("Transferor") and SM&R Investments, Inc.
("Transferee") adopt the following Articles of Transfer.
1. Transferor is a Maryland corporation registered as an open-end investment
company under the Investment Company Act of 1940, with its principal place
of business at 2450 South Shore Boulevard, Suite 400, League City, Texas
77573.
1. Transferee is a Maryland corporation registered as an open-end investment
company under the Investment Company Act of 1940, with its principal place
of business at 2450 South Shore Boulevard, Suite 400, League City, Texas
77573.
1. Transferor agrees to transfer all of its property and assets to Transferee.
1. The address of the principal office of Transferor in the State of Maryland
is c/o The Corporation Trust Incorporated, 300 E. Lombard, Baltimore City,
Maryland 21201.
1. The address of the principal office of Transferee in the State of Maryland
is c/o The Corporation Trust Incorporated, 300 E. Lombard, Baltimore City,
Maryland 21201.
1. As required by the respective charters of Transferee and Transferor and by
the Maryland General Corporation Law, the terms and conditions of the
transaction set forth in these Articles of Transfer were advised,
authorized, and approved by the Boards of Directors of Transferor and
Transferee, and approved by the stockholders of Transferor by the
affirmative vote of a majority of all votes entitled to be cast on the
matter.
1. The consideration to be paid by Transferee for the assets of Transferor
shall consist solely of voting shares of common stock of Transferee and
Transferee's assumption of all of Transferor's liabilities. The number of
shares paid by Transferee to Transferor shall equal the number of full and
fractional shares of Transferor then outstanding.
IN WITNESS WHEREOF, Transferor and Transferee have caused these presents to be
signed in their name and on their behalf by their Presidents and attested by
their Secretaries on the 1st day of December, 2000. The foregoing Articles of
Transfer shall be effective as of December 31, 2000.
[SIGNATURES FOLLOW.]
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ATTEST: SM&R INVESTMENTS, INC., Transferee
/s/ Teresa E. Axelson By: /s/ Michael W. McCroskey
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Teresa E. Axelson, Secretary Michael W. McCroskey, President
THE UNDERSIGNED, President of SM&R Investments, Inc., who executed on behalf of
said corporation the foregoing Articles of Transfer, of which this certificate
is made a part, hereby acknowledges, in the name and on behalf of said
corporation, the foregoing Articles of Transfer to be the corporate act of said
corporation and further certifies that, to the best of his knowledge,
information, and belief, the matters and facts set forth therein with respect to
the approval thereof are true in all material respects under the penalties of
perjury.
/s/ Michael W. McCroskey
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Michael W. McCroskey, President
ATTEST: SM&R EQUITY INCOME FUND, INC.,
Transferor
/s/ Teresa E. Axelson By: /s/ Michael W. McCroskey
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Teresa E. Axelson, Secretary Michael W. McCroskey, President
THE UNDERSIGNED, President of SM&R Equity Income Fund, Inc., who executed on
behalf of said corporation the foregoing Articles of Transfer, of which this
certificate is made a part, hereby acknowledges, in the name and on behalf of
said corporation, the foregoing Articles of Transfer to be the corporate act of
said corporation and further certifies that, to the best of his knowledge,
information, and belief, the matters and facts set forth therein with respect to
the approval thereof are true in all material respects under the penalties of
perjury.
/s/ Michael W. McCroskey
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Michael W. McCroskey, President
