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Exhibit (a)2.c.
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 seven 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; 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;
and the "SM&R Alger Technology Fund," comprised of two hundred million
(200,000,000) 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 three new three-class series of the Corporation's stock, as named
immediately below, and classifying four hundred million (400,000,000) shares of
the Corporation's authorized but unissued and unclassified stock into such three
new series as follows:
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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
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
1st day of December, 2000. The foregoing Articles Supplementary shall be
effective as of December 31, 2000.
ATTEST: SM&R INVESTMENTS, INC.
/s/ Teresa 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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