WHEREAS, the Board of Directors has reviewed the Plan of Reorganization with
regard to each of Corporate Bond Series, Limited Maturity Bond Series and
Diversified Income Series of Security Income Fund;
WHEREAS, the Plan of Reorganization provides for the acquisition of
substantially all of the assets of each of Corporate Bond Series and Limited
Maturity Bond Series of Security Income Fund by the Diversified Income Series of
the Fund;
WHEREAS, the Board has considered that the investment objective and policies of
Diversified Income Series, Corporate Bond Series and Limited Maturity Bond
Series are similar;
WHEREAS, the Board has considered that the Diversified Income Series after the
reorganization would have more assets and, accordingly, a lower expense ratio as
a percentage of net assets than any of the Series currently;
WHEREAS, the Board has determined that such reorganization of Corporate Bond
Series is in the best interests of the Corporate Bond Series and Diversified
Income Series of Security Income Fund, respectively;
WHEREAS, the Board has determined that such reorganization of Limited Maturity
Bond Series is in the best interests of the Limited Maturity Bond Series and
Diversified Income Series of Security Income Fund, respectively; and
WHEREAS, the Board has determined that because the reorganization of the Series
will be effected at their relative net asset values, the interests of the
existing shareholders of each of Corporate Bond Series, Limited Maturity Bond
Series and Diversified Income Series will not be diluted as a result of the
respective Series effecting the foregoing reorganization;
NOW, THEREFORE, BE IT RESOLVED, that the form of the Plan of Reorganization
presented to the Board and made a part of these minutes, is hereby approved.
FURTHER RESOLVED, that the officers of Security Income Fund are hereby
authorized to take all action necessary to issue shares of Diversified Income
Series to shareholders of Corporate Bond Series and Limited Maturity Bond
Series, respectively, in exchange for the assets of each respective Series.
FURTHER RESOLVED, that the appropriate officers of Security Income Fund are
hereby authorized and directed to file a registration statement on Form N-14 on
behalf of Diversified Income Series disclosing the terms of the reorganization.
FURTHER RESOLVED, that reference to Corporate Bond Series and Limited Maturity
Bond Series in Diversified Income Series' registration statement on Form N-14 is
hereby approved.
FURTHER RESOLVED, that the officers of the Fund shall prepare, execute and file
with the Kansas Secretary of State's Office any documents necessary to dissolve
the Corporate Bond Series and Limited Maturity Bond Series of the Fund upon
completion of the reorganization.
FURTHER RESOLVED, that the Board hereby authorizes and directs the appropriate
officers of Security Income Fund to prepare, execute and file any documents
necessary to register shares to be offered in connection with the
reorganization, to de-register shares of a Series upon completion of the
reorganization, or any other blue sky filing deemed necessary or advisable by
the officers of the Fund in connection with carrying out the intent of the
foregoing resolutions.
FURTHER RESOLVED, that the Board hereby determines the acquisition by
Diversified Income Series of substantially all of the assets of each of
Corporate Bond Series and Limited Maturity Bond Series is in the best interests
of the Corporate Bond Series, Limited Maturity Bond Series and Diversified
Income Series of Security Income Fund, respectively.
FURTHER RESOLVED, that the Board hereby determines that the interests of the
existing shareholders of each of Corporate Bond Series, Limited Maturity Bond
Series and Diversified Income Series will not be diluted as a result of the
respective Series effecting the foregoing reorganization.
FURTHER RESOLVED, that the Board hereby authorizes and directs the appropriate
officers of Security Income Fund to prepare, execute and file with the
Securities and Exchange Commission upon completion of each reorganization
Corporate Bond Series' and Limited Maturity Bond Series' final Rule 24f-2
Notices.
FURTHER RESOLVED, that the officers of the Fund are authorized to prepare and
execute all closing documents concerning the reorganization of Corporate Bond
Series and Limited Maturity Bond Series of Security Income Fund into Diversified
Income Series of the Fund.
FURTHER RESOLVED, that a special meeting of stockholders of Corporate Bond
Series and Limited Maturity Bond Series of Security Income Fund is hereby called
to be held at the offices of the Security Funds on the 26th day of April, 2000,
beginning at 9:30 a.m. on that date for the purposes of: (i) approval of the
Plan of Reorganization; (ii) approval of the dissolution of the Corporate Bond
and Limited Maturity Bond Series; and (iii) transaction of such other business
as may properly come before said meeting or any adjournments thereof.
FURTHER RESOLVED, that February 28, 2000, be, and it is hereby fixed as the
record date for the determination of stockholders entitled to notice of and to
vote at said meeting of the stockholders, or any adjournments thereof, such
determination to be made as of the close of business on that day.
FURTHER RESOLVED, that the Board of Directors hereby appoints the following
directors as the proxy committee: John D. Cleland, Donald A. Chubb, Jr. and
James R. Schmank.
FURTHER RESOLVED, that the secretary be, and she hereby is, authorized and
instructed to prepare a complete list of the stockholders of the Funds as of the
aforesaid record date, such list to include the names of all stockholders of
Corporate Bond Series and Limited Maturity Bond Series of Security Income Fund,
held on February 28, 2000, and that the secretary be further instructed to keep
such list on file in the offices of the Funds for examination by any stockholder
for a period of at least ten days prior to the date of the special meeting of
stockholders.
FURTHER RESOLVED, that management of the Fund solicit proxies in favor of (i)
approval of the Plan of Reorganization; (ii) approval of the dissolution of the
Corporate Bond and Limited Maturity Bond Series; and (iii) such other matters as
may be recommended by this Board to the stockholders for consideration at such
meeting.
FURTHER RESOLVED, that the Board hereby authorizes the officers of Security
Income Fund to take any action deemed necessary or appropriate to implement the
purposes and intent of the foregoing resolutions.
