<PAGE>
Exhibit (a) 1.c.
ARTICLES OF AMENDMENT AND RESTATEMENT
OF THE CHARTER OF
SM&R INVESTMENTS, INC.
Pursuant to the provisions of Section 2-609 of the General Corporation Law
of the State of Maryland (the "GCL"), the undersigned corporation hereby
certifies that:
FIRST: SM&R Investments, Inc., a Maryland corporation (the "Corporation"),
desires to amend and restate its charter as currently in effect and as amended
herein.
SECOND: The following provisions are all the provisions of the charter
currently in effect and as amended herein:
"AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
SM&R INVESTMENTS, INC.
ARTICLE I
The undersigned, Gregory S. Garrison, whose post office address is One
Moody Plaza, 14th Floor, Galveston, Texas 77550 and who is of full legal
age, does hereby declare that he is an incorporator intending to form a
corporation under and by virtue of the Maryland General Corporation Law
authorizing the formation of corporations.
ARTICLE II
The name of the Corporation is SM&R INVESTMENTS, INC.
ARTICLE III
Purposes and Powers
The purpose for which the Corporation is formed and its objects, rights,
power and privileges are:
(1) To conduct and carry on the business of an open-end, management type
investment company registered under the Investment Company Act of 1940 (as
amended and together with any successor act thereto and all rules,
regulations and orders thereunder, referred to as the "'40 Act"), and to
have and exercise any and all rights and powers necessary and appropriate
to the conduct of such business or in any way incidental thereto;
(2) To subscribe for, or otherwise acquire, purchase, pledge, sell, assign,
transfer, exchange, distribute or otherwise dispose of, and generally deal
in and hold all forms of securities and other investments, including, but
not limited to, stocks (preferred and common), notes, bonds, debentures,
script, warrants, participation certificates, bankers acceptances, futures,
options of all types on securities and futures, mortgages, commercial
paper, choses in action, evidences of indebtedness and other obligations of
every kind and description, precious metals and contracts and rights to
acquire or dispose of precious metals, and in connection therewith to hold
part or all of its assets in cash or cash equivalents or money market
instruments;
(3) To continuously issue and sell shares of its own capital stock (all
without the vote or consent of the stockholders of the Corporation) in such
amounts and on such terms and conditions, for
<PAGE>
such purposes and for such amounts or kinds of consideration now or
hereafter permitted by the Maryland General Corporation Law, or any act
amendatory thereof, supplemental thereto, or in substitution therefor (the
"Maryland General Corporation Law"), and by the Articles of Incorporation
of the Corporation, as its Board of Directors may determine;
(4) To redeem, purchase or otherwise acquire, hold, dispose of, resell,
transfer, reissue, retire or cancel (all without the vote or consent of the
stockholders of the Corporation) shares of its capital stock, in any manner
and to the extent now or hereafter permitted by the Maryland General
Corporation Law and by the Articles of Incorporation of the Corporation;
(5) To borrow or raise money for any purpose of the Corporation and from
time to time to draw, make, accept, endorse, execute and issue promissory
notes, drafts, bills of exchange, warrants, bonds, debentures and other
negotiable and nonnegotiable instruments and evidences of indebtedness, and
to pledge, hypothecate and borrow upon the credit of the assets of the
Corporation;
(6) To take all such action as shall be desirable and necessary to cause
its shares to be licensed or registered for sale under the laws of the
United States and in any state, country, city or other municipality of the
United States, the territories thereof, the District of Columbia or in any
foreign country and in any town, city or subdivision thereof;
(7) To make contracts and generally to do any and all acts and things
necessary or desirable in furtherance of any of the corporate purposes or
designed to protect, preserve and/or enhance the value of the corporate
assets, all to the extent permitted to business corporations authorized
under the laws of the State of Maryland, as now or may in the future be
authorized by said laws;
(8) To do all and everything necessary, suitable and proper for the
accomplishment of any of the purposes, objects or powers hereinbefore set
forth to the same extent and as fully as a natural person might or could
do, in any part of the world and either alone or in association or
partnership with other corporations, firms or individuals;
(9) To have all the rights, powers and privileges now or hereafter
conferred by the laws of the State of Maryland upon a corporation organized
under the Maryland General Corporation Law; and
(10) To do any and all such further acts or things and to exercise any and
all such further powers or rights as may be necessary, incidental,
relative, conducive, appropriate or desirable for the accomplishment,
carrying out or attainment of all or any of the foregoing purposes, objects
or powers.
The foregoing clauses are and shall be regarded as independent and
separate, and the enumeration in any such clause of any specific objectives
and/or powers shall not be construed as limiting or restricting in any way
the general objectives and powers stated in any other clause; nor shall any
of the objectives and/or powers stated above, except when otherwise
expressly provided, be in any way limited or restricted by reference to, or
inference from, the terms of any other clause of these Articles of
Incorporation.
ARTICLE IV
Principal Office and Resident Agent
The address of the principal office of the Corporation in the State of
Maryland is c/o The Corporation Trust Incorporated, 300 E. Lombard Street,
Baltimore, Maryland 21202. The
<PAGE>
resident agent of the Corporation in the State of Maryland is The
Corporation Trust Incorporated, a corporation of the State of Maryland,
whose address is 300 E. Lombard Street, Baltimore, Maryland 21202.
ARTICLE V
Capital Stock
(1) The total number of shares of capital stock that the Corporation shall
have authority to issue is six billion (6,000,000,000) shares, of the par
value of one cent ($0.01) per share and of the aggregate par value of sixty
million dollars ($60,000,000), all of which six billion (6,000,000,000)
shares are designated Common Shares.
(2) The Board of Directors of the Corporation is authorized, from time to
time, to classify or to reclassify, as the case may be, any unissued shares
of, or any shares previously issued and reacquired by, the Corporation,
whether now or hereafter authorized, in separate series and classes that
may be established and designated from time to time. The shares of said
series and classes of stock shall have such preferences, conversion or
other rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption as shall be fixed
and determined from time to time by the Board of Directors. The Board of
Directors is authorized to increase or decrease the number of shares of any
series or class, but the number of shares of any series or class shall not
be decreased by the Board of Directors below the number of shares thereof
then outstanding.
(3) The Board of Directors may redesignate a class or series of shares of
capital stock whether or not shares of such class or series are issued and
outstanding, provided that such redesignation does not in itself affect the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications or terms or conditions of
redemption of such shares of stock.
(4) There is hereby established and classified eleven separate series of
stock: the "SM&R Government Bond Fund," comprised of five hundred
twenty-three million (523,000,000) shares; the "SM&R Tax Free Fund,"
comprised of five hundred twenty-one million (521,000,000) shares; the
"SM&R Primary Fund," comprised of two billion, one hundred seventy-six
million (2,176,000,000) shares; the "SM&R Money Market Fund," comprised of
one billion (1,000,000,000) shares; the "SM&R Alger Growth Fund," comprised
of two hundred million (200,000,000) shares; the "SM&R Alger Small-Cap
Fund," comprised of two hundred million (200,000,000) shares; the "SM&R
Alger Aggressive Growth Fund," comprised of two hundred million
(200,000,000) shares; the "SM&R Alger Technology Fund," comprised of two
hundred million (200,000,000) shares; the "SM&R Growth Fund," comprised of
one hundred fifty million (150,000,0000) shares; the "SM&R Balanced Fund,"
comprised of one hundred million (100,000,000) shares; and the "SM&R Equity
Income Fund," comprised of one hundred fifty million (150,000,000) shares.
Ten of the above series are classified as follows:
SM&R Government Bond Fund
Class A One hundred million (100,000,000) shares
Class B One hundred million (100,000,000) shares
Class C One hundred million (100,000,000) shares
Class J One hundred million (100,000,000) shares
Class T Twenty-three million (23,000,000) shares
Class Y One hundred million (100,000,000) shares
<PAGE>
SM&R Tax Free Fund
Class A One hundred million (100,000,000) shares
Class B One hundred million (100,000,000) shares
Class C One hundred million (100,000,000) shares
Class J One hundred million (100,000,000) shares
Class T Twenty-one million (21,000,000) shares
Class Y One hundred million (100,000,000) shares
SM&R Money Market Fund
Class A Eight hundred million (800,000,000) shares
Class B Two hundred million (200,000,000) shares
SM&R Alger Growth Fund
Class A One hundred million (100,000,000) shares
Class B One hundred million (100,000,000) shares
SM&R Alger Small-Cap Fund
Class A One hundred million (100,000,000) shares
Class B One hundred million (100,000,000) shares
SM&R Alger Aggressive Growth Fund
Class A One hundred million (100,000,000) shares
Class B One hundred million (100,000,000) shares
SM&R Alger Technology Fund
Class A One hundred million (100,000,000) shares
Class B One hundred million (100,000,000) shares
SM&R Growth Fund
Class A Fifty million (50,000,000) shares
Class B Twenty-five million (25,000,000) shares
Class T Seventy-five million (75,000,000) shares
SM&R Balanced Fund
Class A Fifty million (50,000,000) shares
Class B Twenty-five million (25,000,000) shares
Class T Twenty-five million (25,000,000) shares
SM&R Equity Income Fund
Class A Fifty million (50,000,000) shares
Class B Twenty-five million (25,000,000) shares
Class T Seventy-five million (75,000,000) shares
Without limiting the authority of the Board of Directors set forth herein
to establish and designate any further series or classes, and to classify
and reclassify any unissued shares, and subject to such authority, shares
of each series, now authorized and hereafter authorized, shall be subject
to the following provisions:
(a) As more fully set forth hereafter, the assets and liabilities and the
income and expenses of each series shall be determined separately and,
accordingly, the net asset value,
<PAGE>
the dividends payable to holders, and the amounts distributable in the
event of dissolution of the Corporation to holders of shares of the
Corporation's stock may vary from series to series.
(b) All consideration received by the Corporation for the issue or sale of
shares of a particular series, together with all assets in which such
consideration is invested or reinvested, all income, earnings, profits, and
proceeds thereof, including all proceeds derived from the sale, exchange or
liquidation thereof, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to that series for all purposes, subject only to the
rights of creditors of that series and shall be referred to as "assets
belonging to" that series. The assets belonging to a particular series
shall be so recorded upon the books of the Corporation. In the event that
there are any assets, income, earnings, profits and proceeds thereof, funds
or payments which are not readily identifiable as belonging to any
particular series, the Directors shall allocate them among, and they shall
then belong to, any one or more of the series established and designated
from time to time in such manner and on such basis as they, in their sole
discretion, deem fair and equitable. Each such allocation by the
Corporation shall be conclusive and binding upon the stockholders of all
series for all purposes. The Directors shall have full discretion, to the
extent not inconsistent with the `40 Act and the Maryland General
Corporation Law, to determine which items shall be treated as income and
which items shall be treated as capital, and each such determination and
allocation shall be conclusive and binding upon the stockholders.
(c) The assets belonging to each particular series shall be charged with
the liabilities of the Corporation attributable to that series and all
expenses, costs, charges and reserves attributable to that series. Any
general liabilities, expenses, costs, charges or reserves of the
Corporation which are not readily identifiable as belonging to any
particular series shall be allocated and charged by the Directors to and
among any one or more of the series established and designated from time to
time in such manner and on such basis as the Directors in their sole
discretion deem fair and equitable. Each allocation of liabilities,
expenses, costs, charges and reserves by the Directors shall be conclusive
and binding upon the stockholders of all series for all purposes.
(d) Shares of each series shall be entitled to such dividends and
distributions, in shares or in cash or both, as may be declared from time
to time by the Board of Directors, acting in its sole discretion, with
respect to such series, provided that dividends and distributions shall be
paid on shares of a series only out of lawfully available assets belonging
to that series. Dividends may be declared daily or otherwise pursuant to a
standing resolution or resolutions adopted only once or with such frequency
as the Board of Directors may determine. All dividends and distributions on
Common Shares of a particular series shall be distributed pro-rata to the
holders of that series in proportion to the number of Common Shares of that
series held by such holders at the date and time of record established for
the payment of such dividends or distributions, except that in connection
with any dividend or distribution program or procedure, the Board of
Directors may determine that no dividend or distribution shall be payable
on shares as to which the stockholder's purchase order or payment has not
been received by the time or times established by the Board of Directors
under such program or procedure.
(e) The Board of Directors shall have the power, in its sole discretion, to
distribute in any fiscal year as dividends (including dividends designated
in whole or in part as capital gain distributions) an amount sufficient, in
the opinion of the Board of Directors, to enable each series of the
Corporation to qualify as a regulated investment company under the Internal
Revenue Code of 1986, as from time to time amended, or any successor or
comparable statute thereto, and regulations promulgated thereunder, and to
avoid liability of each series of the
<PAGE>
Corporation for federal income and excise taxes in respect of that year.
However, nothing in the foregoing shall limit the authority of the Board of
Directors to make distributions greater than or less than the amount
necessary to qualify as a regulated investment company and to avoid
liability of any series of the Corporation for such taxes. Dividends and
distributions may be made in cash, property or additional shares of the
same or another class or series, or a combination thereof, as determined by
the Board of Directors or pursuant to any program that the Board of
Directors may have in effect at the time for the election by each
stockholder of the mode of the making of such dividend or distribution to
that stockholder. Any such dividend or distribution paid in shares will be
paid at the net asset value thereof as defined in the `40 Act and as
determined by the Board of Directors of the Corporation.
(f) In the event of the liquidation or dissolution of the Corporation or of
a particular series, the stockholders of a series that has been established
and designated and is being liquidated shall be entitled to receive, as a
series, when and as declared by the Board of Directors, out of the assets
of the Corporation available for distribution to stockholders, the assets
belonging to that series. The assets so distributable to the stockholders
of a series shall be distributed among such stockholders in proportion to
the number of shares of that series held by them and recorded on the books
of the Corporation or, in the event that the series is divided into
classes, in the manner determined by the Board of Directors in accordance
with the `40 Act. In the event that there are any assets available for
distribution which are not readily identifiable as belonging to any
particular series, such assets shall be allocated by the Directors to and
among any one or more of the series established and designated from time to
time in such manner and on such basis as the Directors in their sole
discretion deem fair and equitable, and then distributed to the holders of
stock of each series as aforesaid. Each allocation of such assets by the
Directors shall be conclusive and binding upon the stockholders of all
series for all purposes.
(g) If a series is divided into multiple classes, the classes may be
invested with one or more other classes in the common investment portfolio
comprising the series. Notwithstanding the foregoing provisions of this
Article V(4) of these Articles of Incorporation, if two or more classes are
invested in a common investment portfolio, the shares of each such class of
stock of the Corporation shall be subject to the following preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption, and, if
there are other classes of stock invested in a different investment
portfolio comprising a different series, shall also be subject to the
provisions of Article V(4)(a) through (f) of these Articles of
Incorporation at the series level as if the classes invested in the common
investment portfolio were one class:
(i) The income and expenses of the series shall be allocated among the
classes comprising the series in such manner as may be determined by the
Board of Directors in accordance with law.
(ii) As more fully set forth in this Article V(4)(g) of these Articles of
Incorporation, the liabilities and expenses of the classes comprising the
series shall be determined separately from those of each other and,
accordingly, the net asset values, the dividends and distributions payable
to holders, and the amounts distributable in the event of liquidation of
the Corporation or termination of a series to holders of shares of the
Corporation's stock may vary within the classes comprising the series.
Except for these differences and certain other differences set forth in
this Article V(4)(g) or elsewhere in these Articles of Incorporation, the
classes comprising a series shall have the same preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption.
<PAGE>
(iii) The dividends and distributions of investment income and capital
gains with respect to the classes comprising a series shall be in such
amounts as may be declared from time to time by the Board of Directors, and
such dividends and distributions may vary among the classes comprising the
series to reflect differing allocations of the expenses and liabilities of
the Corporation among the classes and any resultant differences between the
net asset values per share of the classes, to such extent and for such
purposes as the Board of Directors may deem appropriate. The allocation of
investment income, capital gains, expenses and liabilities of the
Corporation among the classes comprising a series shall be determined by
the Board of Directors in a manner that is consistent with applicable law.
(h) The Corporation shall, upon due presentation of a share or shares of
stock for redemption, redeem such share or shares of stock at a redemption
price prescribed by the Board of Directors in accordance with applicable
laws and regulations. The proceeds of the redemption of the shares of any
class of stock of the Corporation may be reduced by the amount of any
contingent deferred sales charge, liquidation charge, or other charge
(which charges may vary within and among the classes) payable on such
redemption pursuant to the terms of issuance of such shares, all in
accordance with the `40 Act and applicable rules and regulations of the
National Association of Securities Dealers, Inc. and NASD Regulation, Inc.
(together, the "NASD").
(i) To the extent permitted by the `40 Act and the Maryland General
Corporation Law, the Corporation may redeem shares of Common Shares of any
series or class not offered for redemption held by any shareholder whose
shares have a value less than such minimum amount as may be fixed by the
Board of Directors (the "Minimum Required Investment").
(j) Notwithstanding Article V(4)(i) of these Articles of Incorporation, to
the extent permitted by the `40 Act and the Maryland General Corporation
Law, the Corporation may redeem shares of Common Shares of any series or
class not offered for redemption held by any shareholder without regard to
the value of such shares.
(k) If shares of stock are redeemed pursuant to Articles V(4)(i) or V(4)(j)
of these Articles of Incorporation, the Corporation shall pay the
redemption price in cash or in kind in such manner as is consistent with
and not in contravention of the `40 Act. Redemption prices shall be paid
exclusively out of the assets of the series whose shares are being
redeemed. Notwithstanding the foregoing, the Corporation may postpone
payment of the redemption price and may suspend the right of holders of
shares of any class or series to require the Corporation to redeem shares
of that class or series during any period or at any time when and to the
extent permissible under the `40 Act.
(l) At such times (which may vary between and among the holders of
particular classes) as may be determined by the Board of Directors (or with
the authorization of the Board of Directors, by the officers of the
Corporation) in accordance with the `40 Act and applicable rules and
regulations of the NASD and reflected in the pertinent registration
statement of the Corporation, shares of any particular class of stock of
the Corporation may be automatically converted into shares of another class
of stock of the Corporation based on the relative net asset values of such
classes at the time of conversion, subject, however, to any conditions of
conversion that may be imposed by the Board of Directors (or with the
authorization of the Board of Directors, by the officers of the
Corporation) and reflected in the pertinent registration statement of the
Corporation as aforesaid.
Except as provided above, all provisions of the Articles of Incorporation
relating to stock of the Corporation shall apply to shares of, and to the
holders of, all classes of stock.
<PAGE>
(5) On each matter submitted to a vote of the stockholders, each holder of
a share shall be entitled to one vote for each share standing in his name
on the books of the Corporation on a date reasonably determined by the
Board of Directors of the Corporation, irrespective of the class or series
thereof, and all shares of all classes or series shall vote as a single
class or series ("Single Class Voting"); provided, however, that (i) as to
any matter with respect to which a separate vote of any class or series is
required by the `40 Act, or by the Maryland General Corporation Law, such
requirement as to a separate vote by that class or series shall apply in
lieu of Single Class Voting as described above; (ii) in the event that the
separate vote requirements referred to in (i) above apply with respect to
one or more classes or series, then, subject to (iii) below, the shares of
all other classes or series shall vote as a single class or series; and
(iii) as to any matter which does not affect the interest of particular
class or series, only the holders of shares of the one or more affected
classes or series shall be entitled to vote.
(6) The establishment and designation of any series or class of Common
Shares shall be effective upon (1) the adoption by a majority of the then
Directors of a resolution setting forth such establishment and designation
and the relative rights and preferences of such series or class, or as
otherwise provided in such instrument and (2) the filing with the proper
authority of the State of Maryland of Articles Supplementary setting forth
such establishment and designation and relative rights and preferences.
(7) Unless otherwise required by the `40 Act, the presence in person or by
proxy of the holders of one-third (1/3) of the shares of capital stock of
the Corporation outstanding and entitled to vote thereat shall constitute a
quorum for the transaction of business at a stockholders' meeting, except
that where any provision of law or of these Articles of Incorporation
permit or require that holders of any series or class shall vote as a
separate series or class, then one-third (1/3) of the aggregate number of
shares of capital stock of that series or class, as applicable, outstanding
and entitled to vote shall constitute a quorum for the transaction of
business by that series or class, as applicable.
(8) No holder of stock of the Corporation by virtue of being such a holder
shall have any right to purchase, subscribe for, or otherwise acquire any
shares of the Corporation or any other security that the Corporation may
issue or sell (whether out of the number of shares authorized by the
Charter of the Corporation or out of any shares of the Corporation's
capital stock that the Corporation may acquire) other than a right that the
Board of Directors in its discretion may determine to grant.
(9) All persons who shall acquire stock in the Corporation shall acquire
the same subject to the provisions of these Articles of Incorporation and
the By-Laws of the Corporation, as from time to time amended or
supplemented.
(10) The Corporation may issue, sell, redeem, repurchase and otherwise deal
in and with shares of its stock in fractional denominations and such
fractional denominations shall, for all purposes be Common Shares having
proportionately to the respective fractions represented thereby all the
rights of whole shares, including without limitation, the right to vote,
the right to receive dividends, and the right to participate upon
liquidation of the Corporation; provided that the issue of shares in
fractional denominations shall be limited to such transactions and be made
upon such terms as may be fixed by or under authority of the By-Laws.
(11) The Corporation shall not be obligated to issue certificates
representing shares of any class or series unless it shall receive a
written request therefor from the record holder thereof in accordance with
procedures established in the By-Laws or by the Board of Directors.
<PAGE>
(12) The Board of Directors of the Corporation shall have the final
decision upon questions concerning the method of computing net asset value,
valuation of assets, procedure in repurchase, and other matters in
connection with placing in effect the offering price and repurchase of the
Corporation's Common Shares.
ARTICLES VI
Preemptive Rights
No stockholder of the Corporation of any class or series, whether now or
hereafter authorized, shall have any preemptive or preferential or other
right of purchase of or subscription to any shares of any class or series
of stock, or securities convertible into, exchangeable for or evidencing
the right to purchase stock of any class or series whatever, whether or not
the stock in question is of the same class or series as may be held by such
stockholders, and whether now or hereafter authorized and whether issued
for cash, property, services or otherwise, other than such, if any, as the
Board of Directors in its discretion may from time to time fix.
ARTICLES VII
Number and Powers of Directors
(1) The number of directors of the Corporation shall be such number, not
less than three (3), as may be specified in or fixed in the manner
prescribed by the By-Laws of the Corporation. Until a different number is
fixed as provided by the By-Laws, the Corporation shall have fourteen (14)
directors. Unless otherwise provided by the By-Laws of the Corporation,
directors need not be stockholders thereof.
(2) The names of the current directors who shall act until their successors
are duly chosen are:
Ernest S. Barratt, Ph.D.
Lea McLeod Matthews
Michael W. McCroskey
Ann McLeod Moody
Edwin K. Nolan
Robert V. Shattuck, Jr.
Jamie G. Williams
Frank P. Williamson
Ralph S. Clifford
Paul D. Cummings
Jack T. Currie
Ira W. Painton
Donald P. Stevens
Steven H. Stubbs
(3) So long as permitted by Maryland law and by the '40 Act, directors
elected at a meeting of shareholders shall not have a specified term and
shall serve until their successors are elected and qualified. Cumulative
voting in the election of directors is prohibited.
(4) The Board of Directors of the Corporation is hereby empowered to
authorize the issuance from time to time of shares of capital stock,
whether now or hereafter authorized, for such consideration as the Board of
Directors may deem advisable, subject to such limitations as
<PAGE>
may be set forth in the Charter or the By-Laws of the Corporation or in the
Maryland General Corporation Law or in the '40 Act.
(5) Each Director and each officer of the Corporation shall be indemnified
by the Corporation to the fullest extent permitted by the Maryland General
Corporation Law and the By-Laws of the Corporation, as such Law and By-Laws
may now or in the future be in effect, subject only to such limitations as
may be required by the '40 Act.
(6) The Board of Directors of the Corporation may make, alter or repeal
from time to time any of the By-Laws of the Corporation except any
particular By-Law which is specified as not subject to alteration or repeal
by the Board of Directors.
(7) The Corporation may employ such custodian or custodians for the
safekeeping of the property of the Corporation and of its shares, such
dividend disbursing agent or agents, and such transfer agent or agents and
registrar or registrars for its shares, and may make and perform such
contracts for the aforesaid purposes as in the opinion of the Board of
Directors of this Corporation may be reasonable, necessary or proper for
the conduct of the affairs of the Corporation, and may pay the fees and
disbursements of such custodians, dividend disbursing agents, transfer
agents, and registrars out of the income and/or any other property of the
Corporation. Notwithstanding any other provisions of these Articles of
Incorporation or the By-Laws of the Corporation, the Board of Directors may
cause any or all of the property of the Corporation to be transferred or to
be acquired and held in the name of a custodian so appointed or in the name
of any nominee or nominees of this Corporation or nominee or nominees of
such custodian satisfactory to the said Board of Directors.
(8) The Corporation may enter into a written contract or contracts with any
person, including any firm, corporation, trust or association in which any
officer, other employee, director or stockholder of the Corporation may be
interested, providing for a delegation of the management of all or part of
the Corporation's securities portfolio and also for the delegation of the
performance of administrative corporate functions, subject always to the
direction of the Board of Directors. The compensation payable by the
Corporation under such contracts shall be such as is deemed fair and
equitable to both parties by the said Board of Directors. Any such
contracts shall in all respects be consistent with and subject to the
requirements of the '40 Act.
ARTICLE VIII
Stockholder Vote
Notwithstanding any provisions of Maryland law requiring the affirmative
vote of more than a majority of the votes of all classes or of any class of
stock entitled to be cast, to take or authorize any action, the
Corporation, if permitted by the '40 Act, may take or authorize any such
action upon the concurrence of a majority of the aggregate number of the
votes entitled to be cast thereon. Without intending any limitation of the
foregoing sentence, such majority approval shall be sufficient, valid and
effective, after due authorization, approval and/or other action by the
Board of Directors, as required by law, to approve and authorize the
following acts of the Corporation:
(a) the amendment of the Charter of the Corporation;
(b) the consolidation of the Corporation with one or more corporations to
form a new consolidated corporation;
<PAGE>
(c) the merger of the Corporation into another corporation or the merger
of one or more other corporations into the Corporation;
(d) the sale, lease, exchange or other transfer of all, or substantially
all, of the property and assets of the Corporation, including its goodwill
and franchises;
(e) the participation by the Corporation in a share exchange (as defined
by applicable Maryland laws) as the Corporation the stock of which is to be
acquired;
(f) the voluntary or involuntary liquidation, dissolution or winding-up
of the Corporation.
ARTICLE IX
Limitation of Directors and Officers Liability
The personal liability of the Corporation's directors and officers to the
Corporation or to its stockholders shall be limited to the fullest extent
permitted by the Maryland General Corporation Law. In particular, but
without limiting in any way the preceding sentence, directors and officers
of the Corporation shall not be personally liable to the Corporation or to
its stockholders for monetary damages arising out of any act or omission in
their capacity as director or officer, except:
(1) To the extent that it is proved that a director or officer actually
received an improper benefit or profit in money, property, or services,
such director or officer shall be liable to the Corporation for the amount
of the benefit or profit in money, property, or services actually received;
or
(2) To the extent that a judgement or other final adjudication adverse
to a director or officer is entered in a proceeding based on a finding in
the proceeding that such director's or officer's action, or failure to act,
was the result of active and deliberate dishonesty and was material to the
cause of action adjudicated in the proceeding.
ARTICLE X
Perpetual Existence
The duration of the Corporation shall be perpetual."
THIRD: The amendments to and restatement of the charter of the Corporation
as hereinabove set forth have been duly advised and approved by the Board of
Directors of the Corporation. The amendment is limited to a change expressly
authorized by Section 2-605 of the GCL to be made without action by
stockholders.
FOURTH: The current address of the principal office of the Corporation in
the State of Maryland is as set forth in Article IV 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 IV of the foregoing amendment and restatement of the
charter.
SIXTH: The Corporation currently has fourteen (14) directors, and the names
of those currently in office are as set forth in Article VII of the foregoing
amendment and restatement of the charter.
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused these presents to be signed in
its name and on its behalf by its President and attested by its Secretary on the
11TH day of December, 2000. The foregoing Articles of Amendment and Restatement
shall be effective as of December 31, 2000.
ATTEST: SM&R INVESTMENTS, INC.
/s/ Teresa Axelson By: /s/ Michael W. McCroskey
--------------------------------- -----------------------------------
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 Amendment and Restatement,
of which this certificate is made a part, hereby acknowledges, in the name and
on behalf of said corporation, the foregoing Articles of Amendment and
Restatement 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
---------------------------------
Michael W. McCroskey, President
