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ARTICLES SUPPLEMENTARY FOR
SM&R INVESTMENTS, INC.
Designation of New Series and Classification of Shares
Pursuant to the provisions of Section 2-208 of the Maryland General
Corporation Law, SM&R Investments, Inc. (the "Corporation") adopts the
following Articles Supplementary:
ARTICLE ONE
The Corporation is registered as an open-end investment company under
the Investment Company Act of 1940.
ARTICLE TWO
The Corporation has six billion (6,000,000,000) shares of $0.01 par
value common stock authorized. The aggregate par value of the Corporation's
stock is sixty million dollars ($60,000,000).
ARTICLE THREE
Prior to the adoption of these Articles Supplementary, the Corporation
had the following four series of shares: 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; and the "SM&R Money
Market Fund," comprised of one billion (1,000,000,000) shares, each of the
shares of such series having a par value of one cent ($0.01) per share.
ARTICLE FOUR
At a meeting of the Board of Directors of the Corporation held on August
17, 2000, in accordance with Section 2-208 of the Maryland General
Corporation Law and Article V of the Corporation's Amended and Restated
Articles of Incorporation, the Board of Directors of the Corporation passed a
resolution designating four new two-class series of the Corporation's stock,
as named immediately below, and classifying eight hundred million
(800,000,000) shares of the Corporation's authorized but unissued and
unclassified stock into such four new series as follows:
SM&R Alger Growth Fund
Class A 100,000,000 shares
Class B 100,000,000 shares
SM&R Alger Small-Cap Fund
Class A 100,000,000 shares
Class B 100,000,000 shares
SM&R Alger Aggressive Growth Fund
Class A 100,000,000 shares
Class B 100,000,000 shares
SM&R Alger Technology Fund
Class A 100,000,000 shares
Class B 100,000,000 shares
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Each of the shares of such series and classes shall have a par value of one
cent ($0.01). Such shares shall have the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption described in the
Corporation's Amended and Restated Articles of Incorporation.
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 17th day of August, 2000. The foregoing Articles Supplementary shall be
effective as of September 1, 2000.
ATTEST: SM&R INVESTMENTS, INC.
/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 Supplementary, of which
this certificate is made a part, hereby acknowledges, in the name and on
behalf of said corporation, the foregoing Articles Supplementary 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
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