<PAGE>
COMPOSITE OF
ARTICLES OF INCORPORATION
AS LAST AMENDED June 16, 1988
We, the undersigned, incorporators, hereby associate ourselves together to form
and establish a corporation FOR profit under the laws of the State of Kansas.
FIRST: The Name of the Corporation is Security Investment Fund, (Amended
2-9-67 and 2-12-81)
SECOND: The Location of its Principal Place of Business in this State is
Security Benefit Life Building, 700 Harrison Street, Topeka, Kansas. (Amended
6-4-64).
THIRD: The Location of its Registered Office in this State is Security
Benefit Life Building, 700 Harrison Street, Topeka, Kansas (Amended 5-5-59,
3-7-61, and 6-4-64).
FOURTH: The Name and Address of its Resident Agent in this State is Security
Management Company, Inc., 700 Harrison Street, Topeka, Kansas (Amended 2-25-53,
3-7-56, 5-5-59, 3-7-61, 4-4-64, and 9-12-75).
FIFTH: This Corporation is organized FOR profit and the nature of its
business is:
To engage in, conduct and operate a management company investment business of
a continuous issuing type.
To purchase, acquire, hold, pledge, hypothecate, exchange, sell, invest, deal
in and dispose of diversified securities such as stocks, bonds and other
evidences of indebtedness and obligations of any corporation, association,
partnership, syndicate, entity, person or governmental, municipal or public
authority, domestic or foreign, and evidences of any interest in respect to such
stocks, bonds and other evidences of indebtedness and obligation, and while the
owner or holder of any such, to exercise all rights, powers and privileges of
ownership with respect thereto.
To do each and every thing necessary, incidental, suitable or proper for the
accomplishment of any of the purposes or the attainment of the objects herein
enumerated or which at any time appear conducive to or expedient for the
protection or benefit of this corporation.
SIXTH: The total number of shares which the Corporation shall have authority
to issue shall be 100,000,000 shares of capital stock, each of the par value of
$1.00. (Amended 7-18-50, 3-3-53, 11-29-55, 3-3-59, 3-2-65, 2-8-68, 2-11-71,
2-8-73, and 2-14-80) [see correction in back].
The corporation reserves the right to purchase and acquire the stock of a
selling stockholder before sale to a non-stockholder by paying therefor a sum of
money equal to the net asset value of such stock. (Amended 7-22-44 and 11-29-55)
The corporation shall redeem any of its shares for which it has received
payment in full that may be presented to the corporation on any date after the
issue date of any such shares at the net asset value thereof, such redemption
and the valuation and payment in connection therewith to be made in compliance
with the provisions of the Investment Company Act of 1940 and the Rules and
Regulations promulgated thereunder and with the Rules of Fair Practice of the
National Association of Securities Dealers, Inc., as from time to time amended.
(Added 11-29-55 and amended 2-11-71)
All shares of stock shall when issued be fully paid and non-assessable.
Shares shall have no preemptive subscription or conversion rights.
By-laws of the corporation shall be adopted by the Board of Directors and
shall be altered and repealed in the manner provided in such by-laws.
SEVENTH: The Amount of Capital with which this Corporation will commence
business is One Thousand Dollars.
EIGHTH: The Names and Places of Resident (P.O. Address) of each of the
INCORPORATORS:
Joseph Hall 516 Kansas Avenue Kansas City, Kansas
A. H. Jennings, Jr. 2426 Washington Blvd. Kansas City, Kansas
Frank H. Jennings 1600 N. 21st Street Kansas City, Kansas
Harry G. Miller 2204 Washington Blvd. Kansas City, Kansas
NINTH: The Term for which this corporation is to exist is ONE HUNDRED YEARS.
TENTH: The Number of Directors shall be nine. This number may be decreased to
a minimum number of three and increased to a maximum number of fifteen as
determined by the Board of Directors. Directors shall be holders of common stock
of the corporation.
ELEVENTH: Limited Directors' Liability (see amendment in back)
IN TESTIMONY WHEREOF, We have hereunto subscribed our names this 29th day of
January, A.D., 1944.
/s/ Joseph Hall /s/ Harry G. Miller
/s/ A. H. Jennings, Jr. /s/ Frank H. Jennings
STATE OF KANSAS )
) ss.
COUNTY OF WYANDOTTE)
Personally appeared before me, a Notary Public, in and for Wyandotte County,
Kansas, the above-named Joseph Hall, A. H. Jennings, Jr., Frank H. Jennings, and
Harry G. Miller, who are personally known to me to be the same persons who
executed the foregoing instrument of writing, and duly acknowledged the
execution of the same.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal, this 29th day of January, A.D., 1944.
[Seal]
/s/ Carolyn M. Batson
------------------------------
Notary Public
My Commission expires Oct. 18, 1947
----------
Originally filed 2-2-44.
Amendment 1 - 7-22-44, Art. SIXTH
2 - 7-18-50, Art. SIXTH
3 - 3-3-53, Art. SIXTH
4 - 2-25-53, Art. FOURTH
5 - 11-29-55, Art. SIXTH
6 - 11-29-55, Reduction of Capital
7 - 3-7-56, Art. FOURTH
8 - 3-3-59, Art. SIXTH
9 - 5-5-59, Art. THIRD & FOURTH
10 - 3-7-61, Art. THIRD & FOURTH
11 - 6-4-64, Art. SECOND, THIRD & FOURTH
12 - 3-2-65, Art. SIXTH
13 - 2-9-67, Art. FIRST
14 - 2-8-68, Art. SIXTH
15 - 2-11-71, Art. SIXTH
16 - 2-8-73, Art. SIXTH
17 - 4-4-64, Art. FOURTH
18 - 9-12-75, Art. FOURTH
19 - 2-14-80, Art. SIXTH
20 - 12-8-80, Certificate of Correction
21 - 3-2-81, Art. FIRST
22 - 2-19-88, Art. ELEVENTH
Dated: February 14, 1980.
EVERETT S. GILLE, VICE PRESIDENT
--------------------------------
Everett S. Gille, Vice President
LARRY D. ARMEL, SECRETARY
--------------------------------
Larry D. Armel, Secretary
<PAGE>
FOR PROFIT
CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
Security Investment Fund
We, Michael J. Provines, President or Vice President, and Amy J. Lee, Secretary
or Assistant Secretary of the above named corporation, a corporation organized
and existing under the laws of the State of Kansas, do hereby certify that a
meeting of the Board of Directors of said corporation, the board adopted a
resolution setting forth the following amendment to the Articles of
Incorporation and declaring its advisability:
See attached amendment
We further certify that thereafter, pursuant to said resolution, and in
accordance with the by-laws of the corporation and the laws of the State of
Kansas, the Board of Directors called a meeting of stockholders for
consideration of the proposed amendment, and thereafter, pursuant to notice and
in accordance with the statues of the State of Kansas, the stockholders convened
and considered the proposed amendment.
We further certify that at the meeting a majority of the stockholders
entitled to vote voted in favor of the proposed amendment.
We further certify that the amendment was duly adopted in accordance with the
provisions of K.S.A. 17-6602, as amended.
In Witness Whereof, we have hereunto set our hands and affixed the seal of
said corporation this 6th day of July 1993.
MICHAEL J. PROVINES
------------------------------
Michael J. Provines, President
AMY J. LEE
------------------------------
Amy J. Lee, Secretary
<PAGE>
State of Kansas )
) ss.
County of Shawnee)
Be it remembered that before me, a Notary Public in and for the aforesaid
county and state, personally appeared Michael J. Provines, President and Amy J.
Lee, Secretary of the corporation named in this document, who are known to me to
be the same persons who executed the foregoing certificate, and duly
acknowledged the execution of the same this 6th day of July 1993.
[Notary Seal]
PEGGY S. AVEY
------------------------------
Peggy S. Avey, Notary Public
My appointment or commission expires November 21, 1996.
<PAGE>
The Board of Directors recommends that the Articles of Incorporation be
amended by deleting Articles FIRST and SIXTH in their entirety and by inserting,
in lieu thereof, the following new Articles:
FIRST: The name of the corporation (hereinafter called the Corporation) is
SECURITY GROWTH and INCOME FUND.
SIXTH: The total number of shares which the Corporation shall have authority
to issue shall be 100,000,000 shares of capital stock, each with the par value
of $1.00. The board of directors of the Corporation is expressly authorized to
cause shares of capital stock of the Corporation authorized herein to be issued
in one or more classes or series as may be established from time to time by
setting or changing in one or more respects the voting powers, rights,
qualifications, limitations or restrictions of such shares of stock and to
increase or decrease the number of shares so authorized to be issued in any such
class or series.
The following provisions are hereby adopted for the purpose of setting forth
the powers, rights, qualifications, limitations or restrictions of the capital
stock of the Corporation (unless provided otherwise by the board of directors
with respect to any such additional class or series at the time of establishing
and designating such additional class or series):
The Corporation shall redeem any of its shares for which it has received
payment in full that may be presented to the Corporation on any date after the
issue date of any such shares at the net asset value thereof, such redemption
and the valuation and payment in connection therewith to be made in compliance
with the provisions of the Investment Company Act of 1940 and the Rules and
Regulations promulgated thereunder and with the Rules of Fair Practice of the
National Association of Securities Dealers, Inc., as from time to time amended.
All shares of stock of the Corporation of any class or series shall when
issued be fully paid and non-assessable and shall have no preemptive,
subscription or conversion rights.
By-laws of the Corporation shall be adopted by the Board of Directors and
shall be altered and repealed in the manner provided in such by-laws.
<PAGE>
CERTIFICATE OF DESIGNATION
OF SERIES OF COMMON STOCK
OF
SECURITY GROWTH AND INCOME FUND
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)
We, Michael J. Provines, President, and Amy J. Lee, Secretary, of Security
Growth and Income Fund, a corporation organized and existing under the laws of
the State of Kansas, and whose registered office, is Security Benefit Life
Building, 700 Harrison Street, Topeka, Shawnee, Kansas, do hereby certify that
pursuant to authority expressly vested in the Board of Directors by the
provisions of the corporation's Articles of Incorporation, the Board of
Directors of said corporation at a meeting duly convened and held on the 23rd
day of July 1993, adopted resolutions setting forth the preferences, rights,
privileges and restrictions of the corporation's common stock, which resolutions
are provided in their entirety as follows:
RESOLVED that, pursuant to the authority vested in the Board of Directors of
Security Growth and Income Fund by its Articles of Incorporation, the officers
of the Fund are hereby directed and authorized to establish two separate series
of common stock of the corporation, effective October 19, 1993.
FURTHER RESOLVED, that the series shall be referred to as Series A and Series B
shares of common stock. The officers of the corporation are hereby directed and
authorized to establish such series of common stock allocating 75,000,000 $1.00
par value shares to Series A and allocating the remaining 25,000,000 $1.00 par
value shares to Series B.
FURTHER RESOLVED, that Series A shares shall include that stock currently being
issued by the corporation.
FURTHER RESOLVED, that the preferences, rights, privileges and restrictions of
the shares of the series of Security Growth and Income Fund shall be as follows:
1. Except as set forth below and as may be hereafter established by the
Board of Directors of the corporation all shares of the corporation,
regardless of series, shall be equal.
2. At all meetings of stockholders each stockholder of the corporation shall
be entitled to one vote in person or by proxy on each matter submitted to
a vote at such meeting for each share of common stock standing in his or
her name on the books of the corporation on the date, fixed in accordance
with the bylaws, for determination of stockholders entitled to vote at
such meeting. At all elections of directors each stockholder shall be
entitled to as many votes as shall equal the number of shares of stock
multiplied by the number of directors to be elected, and he or she may
cast all of such votes for a single director or may distribute them among
the number to be voted for, or any two or more of them as he or she may
see fit. Notwithstanding the foregoing, (i) if any matter is submitted to
the stockholders which does not affect the interests of all series, then
only stockholders of the affected series shall be entitled to vote and
(ii) in the event the Investment Company Act of 1940, as amended, or the
rules and regulations promulgated thereunder shall require a greater or
different vote than would otherwise be required herein or by the Articles
of Incorporation of the corporation, such greater or different voting
requirement shall also be satisfied.
3. (a) The corporation shall redeem any of its shares for which it has
received payment in full that may be presented to the corporation on
any date after the issue date of any such shares at the net asset
value thereof, such redemption and the valuation and payment in
connection therewith to be made in compliance with the provisions of
the Investment Company Act of 1940 and the Rules and Regulations
promulgated thereunder and with the Rules of Fair Practice of the
National Association of Securities Dealers, Inc., as from time to
time amended.
(b) From and after the close of business on the day when the shares are
properly tendered for repurchase the owner shall, with respect of
said shares, cease to be a stockholder of the corporation and shall
have only the right to receive the repurchase price in accordance
with the provisions hereof. The shares so repurchased may, as the
Board of Directors determines, be held in the treasury of the
corporation and may be resold, or, if the laws of Kansas shall
permit, may be retired. Repurchase of shares is conditional upon the
corporation having funds or property legally available therefor.
4. The corporation, pursuant to a resolution by the Board of Directors and
without the vote or consent of stockholders of the corporation, shall
have the right to redeem at net asset value all shares of capital stock
of the corporation in any stockholder account in which there has been no
investment (other than the reinvestment of income divided or capital
gains distributions) for at least six months and in which there are fewer
than 25 shares or such few shares as shall be specified in such
resolution. Such resolution shall set forth that redemption of shares in
such accounts has been determined to be in the economic best interests of
the corporation or necessary to reduce disproportionately burdensome
expenses in servicing stockholder accounts. Such resolution shall provide
that prior notice of at least six months shall be given to a stockholder
before such redemption of shares, and that the stockholder will have six
months (or such longer period as specified in the resolution) from the
date of the notice to avoid such redemption by increasing his or her
account to at least 25 shares, or such fewer shares as is specified in
the resolution.
5. All shares of the corporation, upon issuance and sale, shall be fully
paid, nonassessable and redeemable. Within the respective series of the
corporation all shares have equal participation and liquidation rights,
but have no subscription or preemptive rights.
6. Dividends paid with respect to shares of the corporation, to the extent
any dividends are paid, will be calculated for each series in the same
manner, at the same time, on the same day, and will be paid at the same
dividend rate, except that expenses attributable to a particular class
and payments made pursuant to a 12b-1 Plan or Shareholder Services Plan
will be borne exclusively by the affected series.
7. Expenses attributable to a particular series shall be allocated and
charged to the series to which such expense relates as determined by the
corporation's Board of Directors.
8. On the eighth anniversary of the purchase of Series B shares of the
corporation, Series B shares (except those purchased through the
reinvestment of dividends and other distributions) will automatically
convert to Series A shares of the corporation at the relative net asset
values of each of the series without the position of any sales load, fee
or other charge. All shares in a stockholder's account that were
purchased through the reinvestment of dividends and other distributions
paid with respect to Series B shares will be considered to be held in a
separate sub-account. Each time Series B shares are converted to Series A
shares, a pro rata portion of the Series B shares held in the sub-account
will also convert to Series A shares.
IT WITNESS WHEREOF, we have hereunto set our hands this 5th day of October 1993.
MICHAEL J. PROVINES
------------------------------
Michael J. Provines, President
AMY J. LEE
------------------------------
Amy J. Lee, Secretary
[SEAL]
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)
Be it remembered, that before me Judith M. Ralston a Notary Public in and for
the County and State aforesaid, came Michael J. Provines, President, and Amy J.
Lee, Secretary, of Security Growth and Income Fund, a Kansas corporation,
personally known to me to be the persons who executed the foregoing instrument
of writing as President and Secretary, respectively, and duly acknowledged the
execution of the same this 5th day of October 1993.
[Notary Seal]
JUDITH M. RALSTON
------------------------------
Notary Public
My Commission Expires: January 1, 1995.
<PAGE>
CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
SECURITY GROWTH & INCOME FUND
We, John D. Cleland, President, and Amy J. Lee, Secretary of Security Growth
& Income Fund, a corporation organized and existing under the laws of the
State of Kansas, do hereby certify that at a meeting of the Board of Directors
of said corporation, the board adopted a resolution setting forth the following
amendment to the Articles of Incorporation and declaring its advisability.
See attached amendment
We further certify that thereafter, pursuant to said resolution, and in
accordance with the by-laws of the corporation and the laws of the State of
Kansas, the Board of Directors called a meeting of stockholders for
consideration of the proposed amendment, and thereafter, pursuant to notice and
in accordance with the statutes of the State of Kansas, the stockholders
convened and considered the proposed amendment.
We further certify that at the meeting a majority of the stockholders entitled
to vote, voted in favor of the proposed amendment.
We further certify that the amendment was duly adopted in accordance with the
provisions of K.S.A. 17-6602, as amended.
IN WITNESS WHEREOF, we have hereunto set our hands and affixed the seal of said
corporation this 21st day of December, 1994.
JOHN D. CLELAND
------------------------------
John D. Cleland, President
AMY J. LEE
------------------------------
Amy J. Lee, Secretary
<PAGE>
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)
BE IT REMEMBERED that before me, a Notary Public in and for the aforesaid county
and state, personally appeared John D. Cleland, President, and Amy J. Lee,
Secretary, of Security Growth & Income Fund, who are known to me to be the
same persons who executed the foregoing certificate, and duly acknowledged the
execution of the same this 21st day of December, 1994.
[Notary Seal]
JUDITH M. RALSTON
------------------------------
Judith M. Ralston, Notary
My Commission Expires January 1, 1995.
<PAGE>
SECURITY GROWTH AND INCOME FUND
The Board of Directors of Security Growth and Income Fund recommends that the
Articles of Incorporation be amended by deleting the first paragraph of Article
Sixth and by inserting, in lieu thereof, the following new Article:
SIXTH: The total number of shares which the Corporation shall have authority to
issue shall be (1,000,000,000) shares of capital stock, each of the par value of
($1.00). The board of directors of the Corporation is expressly authorized to
cause shares of capital stock of the Corporation authorized herein to be issued
in one or more classes or series as may be established from time to time by
setting or changing in one or more respects the voting powers, rights,
qualifications, limitations or restrictions of such shares of stock and to
increase or decrease the number of shares so authorized to be issued in any such
class or series.
<PAGE>
CERTIFICATE OF CHANGE OF
DESIGNATION OF COMMON STOCK
OF
SECURITY GROWTH AND INCOME FUND
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)
We, John D. Cleland, President, and Amy J. Lee, Secretary, of Security Growth
and Income Fund, a corporation organized and existing under the laws of the
State of Kansas, and whose registered office is Security Benefit Life Building,
700 Harrison Street, Topeka, Shawnee, Kansas, do hereby certify that pursuant to
authority expressly vested in the Board of Directors of said corporation's
Articles of Incorporation, the Board of Directors of said corporation at a
meeting duly convened and held on the 21st day of October 1994, adopted
resolutions allocating the corporation's authorized capital stock among the two
separate series of common stock of the corporation. Resolutions were also
adopted which reaffirmed the preferences, rights, privileges and restrictions of
the corporation's common stock, which resolutions are provided in their entirety
as follows:
WHEREAS, Security Growth and Income Fund issues its common stock in two
separate series designated as Series A and Series B;
WHEREAS, the corporation's shareholders will consider an amendment to the
corporation's articles of incorporation to increase the authorized capital
stock of the corporation from 100,000,000 to 1,000,000,000 shares, at a
meeting of the shareholders to be held December 21, 1994;
WHEREAS, upon approval by shareholders of the proposed amendment to the
corporation's articles of incorporation, the Board of Directors wishes to
reallocate the 1,000,000,000 shares of authorized capital stock among the
series;
NOW, THEREFORE, BE IT RESOLVED, that upon approval by shareholders of an
amendment to the articles of incorporation increasing the corporation's
authorized capital stock from 100,000,000 to 1,000,000,000 shares, the
officers of the corporation are hereby directed and authorized to allocate
750,000,000 $1.00 par value shares of the corporation's authorized capital
stock to Series A and the remaining 250,000,000 $1.00 par value shares to
Series B.
FURTHER RESOLVED, that, the preferences, rights, privileges and restrictions
of the shares of the corporation's series of common stock, as set forth in
the minutes of the July 23, 1993, meeting of this Board of Directors, are
hereby reaffirmed and incorporated by reference into the minutes of this
meeting.
FURTHER RESOLVED, that, the appropriate officers of the corporation be, and
they hereby are, authorized and directed to take such action as may be
necessary under the laws of the State of Kansas or as they deem appropriate
to cause the foregoing resolutions to become effective.
We hereby certify that in accordance with the by-laws of the corporation and the
laws of the State of Kansas, the Board of Directors called a meeting of
stockholders for consideration of the proposed amendment to the articles of
incorporation, and thereafter, pursuant to notice and accordance with the
statutes of the State of Kansas, the stockholders convened and considered the
proposed amendment. We further certify that at the meeting a majority of the
stockholders entitled to vote voted in favor of the proposed amendment which was
duly adopted in accordance with the provisions of K.S.A. 17-6602, as amended.
IN WITNESS WHEREOF, we have hereunto set our hands this 21st day of December
1994.
JOHN D. CLELAND
------------------------------
John D. Cleland, President
AMY J. LEE
------------------------------
Amy J. Lee, Secretary
[SEAL]
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)
BE IT REMEMBERED that before me, Judith M. Ralston a Notary Public in and for
the County and State aforesaid, came John D. Cleland, President, and Amy J. Lee,
Secretary, of Security Growth & Income Fund, a Kansas corporation,
personally known to me to be the persons who executed the foregoing instrument
of writing as President and Secretary, respectively, and duly acknowledged the
execution of the same this 21st day of December, 1994.
[Notary Seal]
JUDITH M. RALSTON
------------------------------
Notary Public
My Commission Expires January 1, 1995.
<PAGE>
CERTIFICATE OF DESIGNATIONS
OF COMMON STOCK
OF
SECURITY GROWTH AND INCOME FUND
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)
We, John D. Cleland, President, and Amy J. Lee, Secretary, of Security Growth
and Income Fund, a corporation organized and existing under the laws of the
State of Kansas, and whose registered office is Security Benefit Life Building,
700 Harrison Street, Topeka, Shawnee County, Kansas, do hereby certify that
pursuant to authority expressly vested in the Board of Directors by the
provisions of the corporation's Articles of Incorporation, the Board of
Directors of said corporation at a meeting duly convened and held on the 2nd day
of February, 1996, adopted resolutions authorizing the corporation to issue an
indefinite number of shares of capital stock of each of the two series of common
stock of the corporation. Resolutions were also adopted which reaffirmed the
preferences, rights, privileges and restrictions of the separate series of stock
of Security Growth and Income Fund, which resolutions are provided in their
entirety as follows:
WHEREAS, K.S.A. 17-6602 has been amended to allow the board of directors of a
corporation that is registered as an open-end investment company under the
Investment Company Act of 1940 (the "1940 Act") to approve, by resolution, an
amendment of the corporation's Articles of Incorporation, to allow the
issuance of an indefinite number of shares of the capital stock of the
corporation;
WHEREAS, the corporation is registered as an open-end investment company
under the 1940 Act; and
WHEREAS, the Board of Directors desire to authorize the issuance of an
indefinite number of shares of capital stock of each of the two series of
common stock of the corporation.
NOW THEREFORE BE IT RESOLVED, that, the officers of the corporation are
hereby directed and authorized to issue an indefinite number of $1.00 par
value shares of capital stock of each series of the corporation, consisting
of Series A and Series B;
FURTHER RESOLVED, that, the preferences, rights, privileges and restrictions
of the shares of each of the corporation's series of common stock, as set
forth in the minutes of the July 23, 1993, meeting of this Board of
Directors, are hereby reaffirmed and incorporated by reference into the
minutes of this meeting; and
FURTHER RESOLVED, that, the appropriate officers of the corporation be, and
they hereby are, authorized and directed to take such action as may be
necessary under the laws of the State of Kansas or as they deem appropriate
to cause the foregoing resolutions to become effective.
The undersigned do hereby certify that the foregoing amendment to the
corporation's Articles of Incorporation has been duly adopted in accordance with
the provisions of K.S.A. 17-6602.
IN WITNESS WHEREOF, we have hereunto set our hands and affixed the seal of the
corporation this 2nd day of February, 1996.
JOHN D. CLELAND
---------------------------------
John D. Cleland, President
AMY J. LEE
---------------------------------
Amy J. Lee, Secretary
[SEAL]
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)
Be it remembered that before me, L. Charmaine Lucas, a Notary Public in and for
the County and State aforesaid, came John D. Cleland, President, and Amy J. Lee,
Secretary, of Security Growth & Income Fund, a Kansas corporation,
personally known to me to be the persons who executed the foregoing instrument
of writing as President and Secretary, respectively, and duly acknowledged the
execution of the same this 2nd day of February, 1996.
[Notary Seal]
L. CHARMAINE LUCAS
---------------------------------
L. Charmaine Lucas, Notary Public
My Commission Expires: 04/01/98
<PAGE>
CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
SECURITY GROWTH AND INCOME FUND
We, John D. Cleland, President, and Amy J. Lee, Secretary, of Security Growth
and Income Fund, a corporation organized and existing under the laws of the
State of Kansas, do hereby certify that a regular meeting of the Board of
Directors of said corporation, held on the 2nd day of February, 1996, the board
adopted a resolution setting forth the following amendment to the Articles of
Incorporation and declaring its advisability:
RESOLVED
The Board of Directors of Security Growth and Income Fund recommends that the
Articles of Incorporation be amended by deleting the first paragraph of Article
Sixth and by inserting, in lieu thereof, the following new Article:
SIXTH: The corporation shall have authority to issue an indefinite number of
shares of capital stock, of the par value of one dollar ($1.00) per share. The
board of directors of the Corporation is expressly authorized to cause shares of
capital stock of the corporation authorized herein to be issued in one or more
series as may be established from time to time by setting or changing in one or
more respects the voting powers, rights, qualifications, limitations or
restrictions of such shares of stock and to increase or decrease the number of
shares so authorized to be issued in any such series.
We further certify that the amendment was duly adopted in accordance with the
provisions of K.S.A. 17-6602, as amended.
IN WITNESS WHEREOF, we have hereunto set our hands and affixed the seal of said
corporation this 2nd day of February, 1996.
JOHN D. CLELAND
---------------------------------
John D. Cleland, President
AMY J. LEE
---------------------------------
Amy J. Lee, Secretary
[SEAL]
<PAGE>
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)
BE IT REMEMBERED that before me, L. Charmaine Lucas, a Notary Public in and for
the aforesaid county and state, personally appeared John D. Cleland, President
and Amy J. Lee, Secretary, of Security Growth and Income Fund who are known to
me to be the same persons who executed the foregoing certificate, and duly
acknowledged the execution of the same this 2nd day of February, 1996.
[Notary Seal]
L. CHARMAINE LUCAS
---------------------------------
L. Charmaine Lucas, Notary Public
My Commission Expires: 04/01/98
<PAGE>
CERTIFICATE OF DESIGNATION
OF SERIES OF COMMON STOCK
OF
SECURITY GROWTH AND INCOME FUND
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)
We, James R. Schmank, President, and Amy J. Lee, Secretary, of Security Growth
and Income Fund, a corporation organized and existing under the laws of the
State of Kansas, and whose registered office is Security Benefit Life Building,
700 Harrison Street, Topeka, Shawnee, Kansas, do hereby certify that pursuant to
authority expressly vested in the Board of Directors by the provisions of the
corporation's Articles of Incorporation, the Board of Directors of said
corporation at a meeting duly convened and held on the 6th day of November 1998,
adopted resolutions establishing one new series of common stock in addition to
those two series of common stock currently being issued by the Corporation.
Resolutions were also adopted which reaffirmed the preferences, rights,
privileges and restrictions of such classes, which resolutions are provided in
their entirety as follows:
WHEREAS, the Board of Directors has approved the establishment of one new series
of common stock of Security Growth and Income Fund in addition to the two
separate series of common stock presently issued by the fund designated as
Series A and Series B;
WHEREAS, the Board of Directors desires to authorize the issuance of an
indefinite number of shares of capital stock of each of the three series of
common stock of the corporation.
NOW, THEREFORE, BE IT RESOLVED, that the officers of the corporation are hereby
directed and authorized to establish one new series of Security Growth and
Income Fund designated as Series C.
FURTHER RESOLVED, that the officers of the corporation are hereby directed and
authorized to issue an indefinite number of $1.00 par value shares of capital
stock of each series of the corporation, which consist of Series A, Series B and
Series C.
FURTHER RESOLVED, that the preferences, rights, privileges and restrictions of
the shares of each of the series of Security Growth and Income Fund shall be as
follows:
1. Except as set forth below and as may be hereafter established by the
Board of Directors of the corporation all shares of the corporation,
regardless of series, shall be equal.
2. At all meetings of stockholders, each stockholder of the corporation
shall be entitled to one vote in person or by proxy on each matter
submitted to a vote at such meeting for each share of common stock
standing in his or her name on the books of the corporation on the date,
fixed in accordance with the bylaws, for determination of stockholders
entitled to vote at such meeting. At all elections of directors each
stockholder shall be entitled to as many votes as shall equal the number
of shares of stock multiplied by the number of directors to be elected,
and he or she may cast all of such votes for a single director or may
distribute them among the number to be voted for, or any two or more of
them as he or she may see fit. Notwithstanding the foregoing, (i) if any
matter is submitted to the stockholders which does not affect the
interests of all series, then only stockholders of the affected series
shall be entitled to vote and (ii) in the event the Investment Company
Act of 1940, as amended, or the rules and regulations promulgated
thereunder shall require a greater or different vote than would otherwise
be required herein or by the Articles of Incorporation of the
corporation, such greater or different voting requirement shall also be
satisfied.
3. (a) The corporation shall redeem any of its shares for which it has
received payment in full that may be presented to the corporation on
any date after the issue date of any such shares at the net asset
value thereof, such redemption and the valuation and payment in
connection therewith to be made in compliance with the provisions of
the Investment Company Act of 1940 and the Rules and Regulations
promulgated thereunder and with the Rules of Fair Practice of the
National Association of Securities Dealers, Inc., as from time to
time amended.
(b) From and after the close of business on the day when the shares are
properly tendered for repurchase the owner shall, with respect of
said shares, cease to be a stockholder of the corporation and shall
have only the right to receive the repurchase price in accordance
with the provisions hereof. The shares so repurchased may, as the
Board of Directors determines, be held in the treasury of the
corporation and may be resold, or, if the laws of Kansas shall
permit, may be retired. Repurchase of shares is conditional upon the
corporation having funds or property legally available therefor.
4. All shares of the corporation, upon issuance and sale, shall be fully
paid, nonassessable and redeemable. Within the respective series of the
corporation, all shares have equal voting, participation and liquidation
rights, but have no subscription or preemptive rights.
5. Dividends paid with respect to shares of the corporation, to the extent
any dividends are paid, will be calculated for each series in the same
manner, at the same time, on the same day, and will be paid at the same
dividend rate, except that expenses attributable to a particular series
and payments made pursuant to a 12b-1 Plan or Shareholder Services Plan
will be borne exclusively by the affected series.
6. Expenses attributable to a particular series shall be allocated and
charged to the series to which such expense relates as determined by the
corporation's Board of Directors.
7. On the eighth anniversary of the purchase of Series B shares of the
corporation, Series B shares (except those purchased through the
reinvestment of dividends and other distributions) will automatically
convert to Series A shares of the corporation at the relative net asset
values of each of the series without the imposition of any sales load,
fee or other charge. All shares in a stockholder's account that were
purchased through the reinvestment of dividends and other distributions
paid with respect to Series B shares will be considered to be held in a
separate sub-account. Each time Series B shares are converted to Series A
shares, a pro rata portion of the Series B shares held in the sub-account
will also convert to Series A shares.
IN WITNESS WHEREOF, we have hereunto set our hands this 27th day of January,
1999.
JAMES R. SCHMANK
------------------------------
James. R. Schmank, Vice President
AMY J. LEE
------------------------------
Amy J. Lee, Secretary
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)
Be it remembered, that before me, Jana R. Selley, a Notary Public in and for
the County and State aforesaid, came JAMES R. SCHMANK, President, and AMY J.
LEE, Secretary, of Security Growth and Income Fund, a Kansas corporation,
personally known to me to be the persons who executed the foregoing instrument
of writing as President and Secretary, respectively, and duly acknowledged the
execution of the same this 27th day of January, 1999.
JANA R. SELLEY
------------------------------
Notary Public
My commission expires June 14, 2000
-----------------
<PAGE>
AMENDED CERTIFICATE OF DESIGNATION
OF SERIES OF COMMON STOCK
OF
SECURITY GROWTH AND INCOME FUND
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)
We, James R. Schmank, President, and Amy J. Lee, Secretary, of Security Growth
and Income Fund, a corporation organized and existing under the laws of the
State of Kansas, and whose registered office is Security Benefit Life Building,
700 Harrison Street, Topeka, Shawnee, Kansas, do hereby certify that pursuant to
authority expressly vested in the Board of Directors by the provisions of the
corporation's Articles of Incorporation, the Board of Directors of said
corporation at a meeting duly convened and held on the 21st day of July, 2000,
adopted resolutions establishing one new series of common stock in addition to
those series of common stock currently being issued by the Corporation.
Resolutions were also adopted which reaffirmed the preferences, rights,
privileges and restrictions of such classes, which resolutions are provided in
their entirety as follows:
WHEREAS, the Board of Directors has approved the establishment of one new
series of common stock of Security Growth and Income Fund in addition to
the three separate series of common stock presently issued by the fund;
WHEREAS, the Board of Directors desires to authorize the issuance of an
indefinite number of shares of capital stock of each of the series of
common stock of the corporation.
NOW, THEREFORE, BE IT RESOLVED, that the officers of the corporation are
hereby directed and authorized to establish one new series of Security
Growth and Income Fund designated as Series S.
FURTHER RESOLVED, that the officers of the corporation are hereby directed
and authorized to issue an indefinite number of $1.00 par value shares of
capital stock of each series of the corporation, which consist of Series
A, Series B, Series C and Series S.
FURTHER RESOLVED, that the preferences, rights, privileges and
restrictions of the shares of each of the series of Security Growth and
Income Fund shall be as follows:
1. Except as set forth below and as may be hereafter established by the
Board of Directors of the corporation all shares of the corporation,
regardless of series, shall be equal.
2. At all meetings of stockholders, each stockholder of the corporation
shall be entitled to one vote in person or by proxy on each matter
submitted to a vote at such meeting for each share of common stock
standing in his or her name on the books of the corporation on the
date, fixed in accordance with the bylaws, for determination of
stockholders entitled to vote at such meeting. At all elections of
directors each stockholder shall be entitled to as many votes as shall
equal the number of shares of stock multiplied by the number of
directors to be elected, and he or she may cast all of such votes for
a single director or may distribute them among the number to be voted
for, or any two or more of them as he or she may see fit.
Notwithstanding the foregoing, (i) if any matter is submitted to the
stockholders which does not affect the interests of all series, then
only stockholders of the affected series shall be entitled to vote and
(ii) in the event the Investment Company Act of 1940, as amended, or
the rules and regulations promulgated thereunder shall require a
greater or different vote than would otherwise be required herein or
by the Articles of Incorporation of the corporation, such greater or
different voting requirement shall also be satisfied.
3. (a) The corporation shall redeem any of its shares for which it has
received payment in full that may be presented to the corporation
on any date after the issue date of any such shares at the net
asset value thereof, such redemption and the valuation and
payment in connection therewith to be made in compliance with the
provisions of the Investment Company Act of 1940 and the Rules
and Regulations promulgated thereunder and with the NASD Conduct
Rules, as from time to time amended.
(b) From and after the close of business on the day when the shares
are properly tendered for repurchase the owner shall, with
respect of said shares, cease to be a stockholder of the
corporation and shall have only the right to receive the
repurchase price in accordance with the provisions hereof. The
shares so repurchased may, as the Board of Directors determines,
be held in the treasury of the corporation and may be resold, or,
if the laws of Kansas shall permit, may be retired. Repurchase of
shares is conditional upon the corporation having funds or
property legally available therefor.
4. All shares of the corporation, upon issuance and sale, shall be fully
paid, nonassessable and redeemable. Within the respective series of
the corporation, all shares have equal voting, participation and
liquidation rights, but have no subscription or preemptive rights.
5. Dividends paid with respect to shares of the corporation, to the
extent any dividends are paid, will be calculated for each series in
the same manner, at the same time, on the same day, and will be paid
at the same dividend rate, except that expenses attributable to a
particular series and payments made pursuant to a 12b-1 Plan or
Shareholder Services Plan will be borne exclusively by the affected
series.
6. Expenses attributable to a particular series shall be allocated and
charged to the series to which such expense relates as determined by
the corporation's Board of Directors.
7. On the eighth anniversary of the purchase of Series B shares of the
corporation, Series B shares (except those purchased through the
reinvestment of dividends and other distributions) will automatically
convert to Series A shares of the corporation at the relative net
asset values of each of the series without the imposition of any sales
load, fee or other charge. All shares in a stockholder's account that
were purchased through the reinvestment of dividends and other
distributions paid with respect to Series B shares will be considered
to be held in a separate sub-account. Each time Series B shares are
converted to Series A shares, a pro rata portion of the Series B
shares held in the sub-account will also convert to Series A shares.
IN WITNESS WHEREOF, we have hereunto set our hands this 14th day of August,
2000.
JAMES R. SCHMANK
--------------------------------
James R. Schmank, President
AMY J. LEE
--------------------------------
Amy J. Lee, Secretary
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)
Be it remembered, that before me, Marcia J. Johnson, a Notary Public in and
for the County and State aforesaid, came JAMES R. SCHMANK, President, and AMY J.
LEE, Secretary, of Security Growth and Income Fund, a Kansas corporation,
personally known to me to be the persons who executed the foregoing instrument
of writing as President and Secretary, respectively, and duly acknowledged the
execution of the same this 14th day of August, 2000.
MARCIA J. JOHNSON
--------------------------------
Notary Public
My commission expires: March 23, 2001
