<PAGE>
ARTICLES OF INCORPORATION
OF
SECURITY ACCUMULATION FUND, INC.
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 (hereinafter called the Corporation) is
SECURITY ACCUMULATION FUND, INC.
SECOND: The location of its registered office in Kansas is Security Benefit
Life Building, 700 Harrison Street, Topeka Kansas.
THIRD: The name and address of its registered agent in Kansas is Dean L.
Smith, Security Benefit Life Building, 700 Harrison Street, Topeka, Kansas.
FOURTH: The purposes for which the Corporation is formed are as follows:
(1) To engage in the business of an investment company and to hold, invest
and reinvest its funds, and in connection therewith to hold part or all
of its funds in cash, and to purchase or otherwise acquire, hold for
investment or otherwise, trade, purchase on margin, sell, sell short,
assign, pledge, hypothecate, negotiate, transfer, exchange or otherwise
dispose assign, negotiate, transfer, exchange or otherwise dispose of or
turn to account or realize upon, securities (which term "securities"
shall for the purposes of this Article, without limitation of the
generality thereof, be deemed to include any stocks, shares, bonds,
debentures, notes, mortgages or other obligations, and any certificates,
receipts, warrants or other instruments representing rights to receive,
purchase or subscribe for the same, or evidencing or representing any
other rights or interests therein, or in any property or assets) created
or issued by any persons, firms, associations, corporations, syndicates,
combinations, organizations, governments or subdivisions thereof; and to
exercise, as owner or holder of any securities, all rights, powers and
privileges in respect thereof; and to do any and all acts and things for
the preservation, protection, improvement and enhancement in value of
any and all such securities.
(2) To issue and sell shares of its own capital stock in such amounts and on
such terms and conditions, for such purposes and for such amount or kind
of consideration (including, without limitation thereof, securities) now
or hereafter permitted by the laws of Kansas, by these Articles of
Incorporation and the Bylaws of the Corporation, as its Board of
Directors may determine.
(3) To purchase or otherwise acquire, hold, dispose of, resell, transfer, or
reissue (all without any vote or consent of stockholders of the
Corporation) shares of its capital stock, in any manner and to the
extent now or hereafter permitted by the laws of the State of Kansas, by
these Articles of Incorporation and by the Bylaws of the Corporation.
(4) To conduct its business in all its branches at one or more offices in
Kansas and elsewhere in any part of the world, without restriction or
limit as to the extent.
(5) To carry out all or any of the foregoing purposes as principal or agent,
and alone or with associates or, to the extent now or hereafter
permitted by the laws of Kansas, as a member of, or as the owner or
holder of any stock of, or shares of interest in, any firm, association,
corporation, trust or syndicate; and in connection therewith to make or
enter into such deeds or contracts with any persons, firms,
associations, corporations, syndicates, governments or sub-divisions
thereof, and to do such acts and things and to exercise such powers, as
a natural person could lawfully make, enter into, do or exercise.
(6) To do any and all such further acts and things and to exercise any and
all such further powers 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.
It is the intention that each of the purposes, specified in each of the
paragraphs of this Article FOURTH, shall be in no wise limited or restricted by
reference to or inference from the terms of any other paragraph, but that the
purposes specified in each of the paragraphs of this Article FOURTH shall be
regarded as independent objects, purposes and powers. The enumeration of the
specific purposes of this Article FOURTH shall not be construed to restrict in
any manner the general objects, purposes and powers of this corporation, nor
shall the expression of one thing be deemed to exclude another, although it be
of like nature. The enumeration of purposes herein shall not be deemed to
exclude or in any way limit by inference any objects, purposes or powers which
this corporation has power to exercise, whether expressly or by force of the
laws of the State of Kansas, now or hereafter in effect, or impliedly by any
reasonable construction of such laws.
FIFTH: The aggregate number of shares which the Corporation shall have
authority to issue shall be 30,000 shares of capital stock of the par value of
$1.00 per share.
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.
(1) At all meetings or stockholders each stockholder of the Corporation
shall be entitled to one vote on each matter submitted to a vote at such
meeting for each share of stock standing in his 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. All
other 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 may cast all of such votes
for a single director or may distribute them among the number to be
voted for, on any two or more of them as he may see fit.
(2) No holder of stock of the Corporation shall, as such holder, have any
right to purchase or subscribe for any shares of the capital stock of
the Corporation of any class which it may issue or sell (whether out of
the number of shares authorized by these Articles of Incorporation, or
out of any shares of the capital stock of the Corporation acquired by it
after the issue thereof, or otherwise) other than such right, if any, as
the Board of Directors, in its discretion, may determine.
(3) All persons who shall acquire stock in the Corporation shall acquire the
same subject to the provisions of these Articles of Incorporation.
SIXTH: The minimum amount of capital with which the Corporation will commence
business is One Thousand Dollars.
SEVENTH: The names and places of residence of each of the incorporators are
as follows:
NAMES PLACES OF RESIDENCE
Dean L. Smith 1800 W 26th
Topeka, Kansas
Robert E. Jacoby 5026 W. 23rd Terrace
Topeka, Kansas
Everett S. Gille 2832 Plass Street
Topeka, Kansas
EIGHTH: The duration of corporate existence of the Corporation is one hundred
years.
NINTH: The number of Directors of the Corporation shall be five. Unless
otherwise provided by the Bylaws of the Corporation, the Directors of the
Corporation need not be stockholders therein.
TENTH: (1) Except as may be otherwise specifically provided by (i) statute,
(ii) the Articles of Incorporation of the corporation as from time to time
amended or (iii) bylaw provisions adopted from time to time by the stockholders
or directors of the Corporation, all powers of management, direction and control
of the corporation shall be, and hereby are, vested in the board of directors.
(2) If the bylaws so provide, the board of directors, by resolution adopted
by a majority of the whole board, may designate two or more directors to
constitute an executive committee, which committee, to the extent
provided in said resolution or in the bylaws of the corporation, shall
have and exercise all of the authority of the board of directors in the
management of the corporation.
(3) Shares of stock in other corporations shall be voted by the President or
a Vice President, or such officer or officers of the Corporation as the
Board of Directors shall from time to time designate for the purpose, or
by a proxy or proxies thereunto duly authorized by the Board of
Directors, except as otherwise ordered by vote of the holders of a
majority of the shares of the capital stock of the Corporation
outstanding and entitled to vote in respect thereto.
(4) Subject only to the provisions of the federal Investment Company Act of
1940, any Director, officer or employee individually, or any partnership
of which any Director, officer or employee may be a member, or any
corporation or association of which any Director, officer or employee
may be an officer, director, trustee, employee or stockholder, may be a
party to, or may be pecuniarily or otherwise interested in, any contract
or transaction of the Corporation, and in the absence of fraud no
contract or other transaction shall be thereby affected or invalidated;
provided that in case a Director, or a partnership, corporation or
association of which a Director is a member, officer, director, trustee,
employee or stockholder is so interested, such fact shall be disclosed
or shall have been known to the Board of Directors or a majority
thereof; and any Director of the Corporation who is so interested, or
who is also a director, officer, trustee, employee or stockholder of
such other corporation or association or a member of such partnership
which is so interested, may be counted in determining the existence of a
quorum at any meeting of the Board of Directors of the Corporation which
shall authorize any such contract or transaction, and may vote thereat
to authorize any such contract or transaction, with like force and
effect as if he were not such director, officer, trustee, employee or
stockholder of such other corporation or association or not so
interested or a member of a partnership so interested.
(5) Each Director and officer (and his heirs, executors and administrators)
shall be indemnified by the Corporation against reasonable costs and
expenses incurred by him in connection with any action, suit or
proceeding to which he is made a party by reason of his being or having
been a Director or officer of the Corporation, except in relation to any
action, suit or proceeding in which he has been adjudged liable because
of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office. In the
absence of an adjudication which expressly absolves the Director or
officer of liability to the Corporation or its stockholders for willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office, or in the event of a
settlement, each Director and officer (and his heirs, executors and
administrators) shall be indemnified by the Corporation against payment
made, including reasonable costs and expenses, provided that such
indemnity shall be conditioned upon a written opinion of independent
counsel that the Director or officer has no liability by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office. The indemnity
provided herein shall, in the event of the settlement of any such
action, suit or proceeding, not exceed the costs and expenses (including
attorneys' fees) which would reasonably have been incurred if such
action, suit or proceeding had been litigated to a final conclusion.
Such a determination by independent counsel and the payment of amounts
by the Corporation on the basis thereof shall not prevent a stockholder
from challenging such indemnification by appropriate legal proceeding on
the grounds that the officer or Director was liable because of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office. The foregoing rights and
indemnifications shall not be exclusive of any other right to which the
officers and Directors may be entitled according to law.
(6) The Board of Directors is hereby empowered to authorize the issuance and
sale, from time to time, of shares of the capital stock of the
Corporation, whether for cash at not less than the par value thereof or
for such other consideration including securities as the Board of
Directors may deem advisable, in the manner and to the extent now or
hereafter permitted by the Bylaws of the Corporation and by the laws of
Kansas.
ELEVENTH: The private property of the stockholders shall not be subject to
the payment of the debts of the Corporation.
TWELFTH: The Board of Directors shall have power to make, and from time to
time alter, amend and repeal the Bylaws of the Corporation; provided, however,
that the paramount power to make, alter, amend and repeal the Bylaws, or any
provision thereof, or to adopt new Bylaws, shall always be vested in the
stockholders, which power may be exercised by the affirmative vote of the
holders of a majority of the outstanding shares of stock of the Corporation
entitled to vote, at any annual or special meeting of the stockholders;
provided, further, that thereafter the directors shall have the power to
suspend, repeal, amend or otherwise alter the Bylaws or any portion thereof so
enacted by the stockholders, unless the stockholders in enacting such Bylaws or
portion thereof shall otherwise provide.
THIRTEENTH: In so far as permitted under the laws of Kansas, the stockholders
and directors shall have power to hold their meetings, if the bylaws so provide,
and to keep the books and records of the corporation outside of the State of
Kansas, and to have one or more offices, within or without the State of Kansas,
at such places as may be from time to time designated in the bylaws or by
resolution of the stockholders or directors.
FOURTEENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them, secured or unsecured, or
between this Corporation and its stockholders, or any class of them, any court,
state or federal, of competent jurisdiction within the State of Kansas may on
the application in a summary way of this corporation, or of any creditor,
secured or unsecured, or stockholders thereof, or on the application of trustees
in dissolution, or on the application of any receiver or receivers appointed for
this corporation by any court, state or federal, of competent jurisdiction,
order a meeting of the creditors or class of creditors secured or unsecured or
of the stockholders or class of stockholders of this corporation, as the case
may be, to be summoned in such manner as said court directs. If a majority in
number representing three fourths in value of the creditors or class of
creditors, or of the stockholders, or class of stockholders of this corporation,
as the case may be, agree to any compromise or arrangement and to any
reorganization of this corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
FIFTEENTH: This corporation reserves the right to alter, amend or repeal any
provision contained in these Articles of Incorporation in the manner now or
hereafter prescribed by the statutes of Kansas, and all rights and powers
conferred herein are granted subject to this reservation; and, in particular,
the corporation reserves the right and privilege to amend its Articles of
Incorporation from time to time so as to authorize other or additional classes
of shares of stock, to increase or decrease the number of shares of stock of any
class now or hereafter authorized and to vary the preferences, qualifications,
limitations, restrictions and the special or relative rights or other
characteristics in respect of the shares of each class, in the manner and upon
such minimum vote of the stockholders entitled to vote thereon as may at the
time be prescribed or be permitted by the laws of Kansas, or such larger vote as
may then be required by the Articles of Incorporation of the corporation.
IN WITNESS WHEREOF, we have hereunto subscribed our names this 15th day of
April, 1965.
DEAN L. SMITH
------------------------------------
Dean L. Smith
ROBERT E. JACOBY
------------------------------------
Robert E. Jacoby
EVERETTE S. GILLE
------------------------------------
Everett S. Gille
STATE OF KANSAS )
)ss
COUNTY OF SHAWNEE )
Personally appeared before me, a notary public in and for Shawnee County,
Kansas, the above named, DEAN L. SMITH, ROBERT E. JACOBY, AND EVERETT S. GILLE
who are personally known to me to be the same persons who executed the foregoing
instrument of writing, and such persons duly acknowledged the execution of the
same. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal this 15th day of April, 1965.
DOROTHY S. WHITLOW
------------------------------------
Notary Public
My commission expires November 12, 1967.
<PAGE>
CERTIFICATE OF AMENDMENT
OF THE ARTICLES OF INCORPORATION OF
SECURITY ACCUMULATION FUND, INC.
We, DEAN L. SMITH, President, and WILLIAM J. MILLER, JR., Secretary, of Security
Accumulation Fund, Inc., a corporation organized and existing under the laws of
the State of Kansas (the "Company"), with its principal office in the City of
Topeka, Shawnee County, Kansas, do hereby certify as follows:
FIRST: That the Board of Directors of the Company at a meeting held on
December 12, 1968, duly adopted the following amendment to the Articles of
Incorporation of the Company, and declared the advisability of said amendment,
said resolution reading as follows:
RESOLVED, that the Articles of Incorporation of Security Accumulation Fund,
Inc., be amended by deleting the present Article FIRST of said Articles of
Incorporation and inserting in lieu thereof the following Article FIRST:
FIRST: The name of the corporation (hereinafter called the
"Corporation") is SECURITY ULTRA FUND, Inc.
SECOND: That the Board of Directors of the Company also duly adopted the
following amendment to the Articles of Incorporation of the Company, and
declared the advisability of said amendment, said resolution reading as follows:
RESOLVED, that the Articles of Incorporation of Security Accumulation Fund,
Inc. be amended by deleting the first paragraph of Article FIFTH of said
Articles of Incorporation and inserting in lieu thereof the following first
paragraph of Article FIFTH:
FIFTH: The aggregate number of shares which the Corporation shall
have authority to issue, shall be $20,000 shares of capital stock
of the par value of $1.00 per share.
THIRD: That thereafter on the 9th day of January, 1969, upon notice duly
given as provided by law and the bylaws of the Company to each holder of shares
of Capital Stock of the Company entitled to vote on the proposed amendments of
the Articles of Incorporation, the annual meeting of said stockholders was held
and there were present at such meeting in person or by proxy the holders of more
than a majority of the voting stock of the Company.
FOURTH: That at said annual meeting of the stockholders of the Company, the
aforesaid resolutions, set forth in Division FIRST and Division SECOND hereof,
amending the Articles of Incorporation of the Company, were presented for
consideration and a vote of the stockholders present at said meeting in by proxy
was taken by ballot for and against each of the proposed resolutions, which vote
was conducted by two Judges appointed for that purpose by the officer presiding
at such meeting; that the said Judges decided upon the qualifications of the
voters and accepted their votes and when the voting was completed said Judges
counted and ascertained the number of shares voted respectively for and against
each of the proposed amendments to the Articles of Incorporation and declared
that the persons holding a majority of the Capital Stock of the Company had
voted for each of the proposed amendments; and the said Judges made out a
certificate accordingly that the number of shares of Capital Stock issued and
outstanding and entitled to vote on said resolutions was 30,000 shares of
Capital Stock, that 30,000 shares of said stock were voted for and 0 shares of
said stock were voted against the proposed amendment set forth in Division FIRST
hereof, that 30,000 shares of said stock were voted for and 0 shares of said
stock were voted against the proposed amendment set forth in Division SECOND
hereof, and the said Judges subscribed and delivered the said certificate to the
Secretary of the Company.
FIFTH: That a certificate of said Judges having been made, subscribed and
delivered as aforesaid and it appearing by said certificate of the Judges that
the holders of more than a majority of the Capital Stock of the Company entitled
to vote thereon had voted in favor of each of the amendments to the Articles of
Incorporation set forth in Division FIRST and Division SECOND hereof, the said
amendments were declared duly adopted.
SIXTH: That, accordingly, the amendments to Articles NINTH and TENTH of the
Articles of Incorporation of Security Equity Fund, Inc., as heretofore set forth
in Division FIRST and Division SECOND of this certificate, have been duly
adopted in accordance with Article 42 of the General Corporation Code of Kansas.
SEVENTH: That the capital of the Company will not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, we, Dean L. Smith, President, and William J. Miller, Jr.,
Secretary, have hereunto severally set our hands and caused the corporate seal
of the Company to be hereto affixed this 9th day of January, 1969.
DEAN L. SMITH
------------------------------------
Dean L. Smith, President
WILL J. MILLER, JR.
------------------------------------
Will J. Miller, Jr., Secretary
[Corporate Seal]
<PAGE>
STATE OF KANSAS )
)ss
COUNTY OF SHAWNEE)
BE IT REMEMBERED, that on this 9th day of January, 1969, before me, a Notary
Public in and for the county and state aforesaid, came Dean L. Smith and William
J. Miller, Jr., President and Secretary, respectively, of Security Accumulation
Fund, Inc., a Kansas corporation, who are personally known to me to be the
President and Secretary, respectively, of said corporation and the same persons
who executed the foregoing instrument and they duly acknowledged the execution
of the same.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal
on the day and year last above written.
LOIS J. HEDRICK
------------------------------------
Notary Public
My Commission Expires January 8, 1972
OFFICE OF SECRETARY OF STATE
Topeka, Kansas January 10, 1969
Received of SECURITY EQUITY FUND, INC.
Ten Thousand Thirty/Seven and 50/100 ------ Dollars,
fee for filing the within Amendment.
ELWILL M. SHANAHAN
--------------------------------------
Elwill M. Shanahan, Secretary of State
By HART WORKMAN
------------------------------------------
Hart Workman, Assistant Secretary of State
<PAGE>
CERTIFICATE OF AMENDMENT
OF THE ARTICLES OF INCORPORATION OF
SECURITY ULTRA FUND, INC.
We, DEAN L. SMITH, President and WILL J. MILLER, JR., Secretary, of Security
Ultra Fund, Inc., a corporation organized and existing under the laws of the
State of Kansas (the "Company"), with its principal office in the City of
Topeka, Shawnee County, Kansas, do hereby certify as follows:
FIRST: That the board of directors of the Company at a meeting held on
January 9, 1969, duly adopted the following amendment to the Articles of
Incorporation of the Company, and declared the advisability of said amendment,
said resolution reading as follows:
RESOLVED, That the Articles of Incorporation of Security Ultra Fund, Inc.
be amended by deleting the fifth paragraph of Article TENTH of said
Articles of Incorporation and to renumber paragraph (6) to paragraph (5).
SECOND: That thereafter on the 20th day of January, 1969, upon notice duly
given as provided by law and the bylaws of the Company to each holder of shares
of Capital Stock of the Company entitled to vote on the proposed amendment of
the Articles of Incorporation, the special meeting of the stockholders was held
and there was present at such meeting by proxy the holder of more than a
majority of the voting stock of the Company.
THIRD: That at said special meeting of the stockholders of the Company, the
aforesaid resolutions, set forth in Division FIRST hereof, amending the Articles
of Incorporation of the Company, were presented for consideration and a vote of
the stockholders present at said meeting in person and by proxy was taken by
ballot for and against each of the proposed resolutions, which vote was
conducted by two Judges appointed for that purpose by the officer presiding at
such meeting; that the said Judges decided upon the qualifications of the voters
and accepted their votes and when the voting was completed said Judges counted
and ascertained the number of shares voted respectively for and against each of
the proposed amendments to the Articles of Incorporation and declared that the
persons holding a majority of the Capital Stock of the Company had voted for
each of the proposed amendments; and the said Judges made out a certificate
accordingly that the number of shares of Capital Stock issued and outstanding
and entitled to vote on said resolutions was 30,000 shares of Capital Stock,
that 30,000 shares of said stock were voted for and 0 shares of said stock were
voted against the proposed amendments set forth in Division FIRST hereof, and
the said Judges subscribed and delivered the said certificate to the Secretary
of the Company.
FOURTH: That a certificate of said Judges having been made, subscribed and
delivered as aforesaid and it appearing by said certificate of the Judges that
the holders of more than a majority of the Capital Stock of the Company entitled
to vote thereon had voted in favor of each of the amendments to the Articles of
Incorporation set forth in Division FIRST, the said amendment were declared duly
adopted.
FIFTH: That, accordingly, the amendments to Article TENTH of the Articles
of Incorporation of Security Ultra Fund, Inc., as heretofore set forth in
Division FIRST of this certificate, have been duly adopted in accordance with
Article 42 of the General Corporation Code of Kansas.
SIXTH: That the capital of the Company will not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, we, Dean L. Smith, President, and Will J. Miller, Jr.,
Secretary, have hereunto severally set our hands and caused the corporate seal
of the Company to be hereto affixed this 20th day of January, 1969.
DEAN L. SMITH
------------------------------------
Dean L. Smith, President
WILL J. MILLER, JR.
------------------------------------
Will J. Miller, Jr., Secretary
[Corporate Seal]
STATE OF KANSAS )
)ss
COUNTY OF SHAWNEE)
BE IT REMEMBERED, that on this 20th day of January, 1969, before me, a Notary
Public in and for the county and state aforesaid, came Dean L. Smith and Will J.
Miller, Jr., President and Secretary, respectively, of Security Ultra Fund,
Inc., a Kansas corporation, who are personally known to me to be the President
and Secretary, respectively, of said corporation, and the same persons who
executed the foregoing instrument and they duly acknowledged the execution of
the same.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal
on the day and year last above written.
LOIS J. HEDRICK
------------------------------------
Notary Public
My Commission Expires January 8, 1972
<PAGE>
OFFICE OF SECRETARY OF STATE
Topeka, Kansas
RECEIVED OF SECURITY ULTRA FUND, INC.
Two and fifty/100 ---------- Dollars,
fee for filing the within amendment.
ELWILL M. SHANAHAN
---------------------------------------
Elwill M. Shanahan, Secretary of State
By HART WORKMAN
----------------------------
Assistant Secretary of State
<PAGE>
CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
SECURITY ULTRA FUND, INC.
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)
We, Dean L. Smith, President and Will J. Miller, Jr., Secretary of Security
Ultra Fund, Inc. 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 at the
special meeting of the Board of Directors of said corporation held on the 26th
day of March, 1969, said board adopted a resolution setting forth the following
amendment to the Articles of Incorporation and declared its advisability, to
wit:
RESOLVED, that the Articles of Incorporation of Security Ultra Fund, Inc.
be amended by deleting the present Article NINTH of said Articles of
Incorporation and by inserting in lieu thereof the following Article NINTH;
NINTH: The number of directors to constitute the board of directors of the
corporation, which shall be a minimum of three and a maximum of nine, may
be varied from time to time by the board of directors or stockholders of
the corporation between said minimum and maximum numbers. Unless otherwise
provided by the Bylaws of the corporation, the directors of the corporation
need not be stockholders therein.
FURTHER RESOLVED, that the board of directors does hereby declare the
advisability of said amendment to Article NINTH of the Articles of
Incorporation and that a special meeting of the stockholders of the
corporation be and it hereby is called to be held at the offices of the
corporation on the 27th day of March, 1969, beginning at 8:30 a.m. of that
day, for the purposes of amending Article NINTH of the Articles of
Incorporation as aforesaid, of adopting a new Bylaw 14 of the corporation
to establish the number of directors at nine, of electing a board of nine
directors contingent upon the proposed amendment of Article NINTH of the
Articles of Incorporation becoming duly effective and to transact such
other business as may properly come before said meeting or any adjournment
or adjournments thereof.
FURTHER RESOLVED, that the close of business on March 26, 1969, be fixed as
the date of record for the determination of stockholders entitled to vote
at the special meeting of stockholders to be held on March 27, 1969.
That thereafter, pursuant to said resolution and in accordance with the by-laws
and the laws of the State of Kansas, said directors called a meeting of
stockholders for the consideration of said amendment, and thereafter, pursuant
to said notice and in accordance with the statutes of the State of Kansas, on
the 27th day of March, 1969, said stockholders met and convened and considered
said proposed amendment.
That at said meeting the stockholders entitled to vote did vote upon said
amendment, and two judges duly appointed for the purpose conducted said vote
deciding upon the qualification of voters and declared that the majority of
voting stockholders of the corporation had voted for the proposed amendment
certifying that the votes were 30,000 shares in favor of the proposed amendment
and 0 shares against the amendment.
That said amendment was duly adopted in accordance with the provisions of
Chapter 17, Article 42, General Statutes of Kansas, 1949, and amendments
thereto.
That the capital of said corporation will not be reduced under or by reason of
said amendment.
IN WITNESS WHEREOF we have hereunto set our hands and affixed the seal of the
corporation this 1st day of April, 1969.
DEAN L. SMITH
------------------------------------
Dean L. Smith, President
WILL J. MILLER, JR.
------------------------------------
Will J. Miller, Jr., Secretary
STATE OF KANSAS )
)ss
COUNTY OF SHAWNEE)
BE IT REMEMBERED, that before me, Lois J. Hedrick a Notary Public in and for the
county and state aforesaid, came Dean L. Smith and Will J. Miller, Jr.,
President and Secretary, respectively, of Security Ultra Fund, Inc., a
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 1st day of April, 1969.
LOIS J. HEDRICK
------------------------------------
Notary Public
My Commission Expires January 8, 1972
OFFICE OF SECRETARY OF STATE
Topeka, Kansas April 1, 1969
Received of SECURITY ULTRA FUND, INC.
Two and 50/100 --------------------- Dollars,
fee for filing the within Amendment.
ELWILL M. SHANAHAN
---------------------------------------
Elwill M. Shanahan, Secretary of State
By HART WORKMAN
----------------------------
Assistant Secretary of State
<PAGE>
ARTICLES OF INCORPORATION
OF
SECURITY ULTRA FUND, INC.
We, Everett S. Gille, President, and Larry D. Armel, Secretary, of Security
Ultra Fund, Inc., 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 at
the regular meeting of the board of directors of said corporation held on the
11th day of November, 1980, said board adopted resolutions setting forth the
following amendments to the Articles of Incorporation and declared their
advisability, to wit:
"RESOLVED, that the articles of incorporation of Security Ultra Fund, Inc.,
as heretofore amended, be further amended by deleting the first paragraph
of Article Fifth and by inserting in lieu thereof the following:
'FIFTH: The aggregate number of shares which the Corporation shall have the
authority to issue shall be 100,000,000 shares of capital stock of the par
value of $0.50 (fifty cents) per share. Upon the effectiveness of this
amendment:
(a) Each share of capital stock, par value $1.00 per share,
heretofore issued by the Corporation and presently outstanding
shall, without further act or deed, be deemed to be changed and
converted into two shares of capital stock of the par value of
$0.50 each; and
(b) Each stock certificate for shares of capital stock of the par
value of $1.00 per share issued and outstanding immediately prior
to this amendment evidencing shares of capital stock, par value
$1.00 per share, shall be deemed to evidence an identical number
of shares of capital stock of the par value of $0.50 each.'
RESOLVED, that the articles of incorporation of Security Ultra Fund, Inc.,
as heretofore amended, be further amended by deleting Article FIRST in its
entirety and by inserting in lieu thereof the following new Article FIRST:
FIRST: The name of the corporation (hereinafter called the Corporation) is
SECURITY ULTRA FUND.'
FURTHER RESOLVED, that the board of directors of this corporation hereby
declares the advisability of the foregoing amendments to the articles of
incorporation of this corporation and hereby recommends that the
stockholders of this corporation adopt said amendments.
FURTHER RESOLVED, that at the annual meeting of the stockholders of this
corporation to be held at the offices of the corporation in Topeka, Kansas,
on January 23, 1981, beginning at 10:00 A.M. on that day, the matter of the
aforesaid proposed amendments to the articles of incorporation of this
corporation shall be submitted to the stockholders entitled to vote
thereon.
FURTHER RESOLVED, that in the event the stockholders of this corporation
shall approve and adopt the proposed amendments to the articles of
incorporation of this corporation as heretofore adopted and recommended by
this board of directors, the appropriate officers of this corporation be,
and they hereby are authorized and directed, for and in behalf of this
corporation, to make, execute, verify, acknowledge and file or record in
any and all appropriate governmental offices any and all certificates and
other instruments, and to take any and all other action, as may be
necessary to effectuate the said proposed amendments to the articles of
incorporation of this corporation.
FURTHER RESOLVED, that upon the effectiveness of the proposed amendments to
the articles of incorporation of this corporation, the appropriate officers
of this corporation be, and they hereby are, authorized and directed, for
and in behalf of this corporation, to make any appropriate changes in the
form of the stock certificates representing the shares of capital stock of
this corporation, and to issue any additional stock certificates
representing additional shares of the capital stock of this corporation as
shall be required or as may be necessary and advisable to reflect said
amendment to the articles of incorporation of this corporation."
That thereafter, pursuant to said resolutions and in accordance with the
bylaws and the laws of the State of Kansas, said directors called a meeting of
stockholders for the consideration of said amendments and thereafter, pursuant
to said notice and in accordance with the statutes of the State of Kansas, on
the 23rd day of January, 1981, said stockholders met and convened and considered
said proposed amendments.
That at said meeting the stockholders entitled to vote did vote upon the
amendment to Article FIRST, and the majority of voting stockholders of the
corporation had voted for the proposed amendment certifying that the votes were
(Common Stock) 1,422,019 shares in favor of the proposed amendment and (Common
Stock) 50,322 shares against the amendment and:
That at said meeting the stockholders entitled to vote did vote upon the
amendment to Article FIFTH, and the majority of voting stockholders of the
corporation had voted for the proposed amendment certifying that the votes were
(Common Stock) 1,449,611 shares in favor of the proposed amendment and (Common
Stock) 22,730 shares against the amendment.
That said amendments were duly adopted in accordance with the provisions of
K.S.A. 17-6602, as amended.
That the capital of said corporation will not be reduced under or by reason
of said amendments.
IN WITNESS WHEREOF we have hereunto set out hands and affixed the seal of
said corporation, this 30th day of January, 1981.
EVERETT S. GILLE
------------------------------------
Everett S. Gille, President
LARRY D. ARMEL
------------------------------------
Larry D. Armel, Secretary
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)
BE IT REMEMBERED, that before me, Lois J. Hedrick, a Notary Public in and for
the County and State aforesaid, came Everett S. Gille, President and Larry D.
Armel, Secretary of Security Ultra Fund, Inc., a 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 30th day of January, 1981.
LOIS J. HEDRICK
------------------------------------
Notary Public
My Commission Expires January 8, 1984.
<PAGE>
CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
SECURITY ULTRA 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 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:
The board of directors recommends that the Articles of Incorporation be amended
by adopting the following Article Sixteenth:
"A director shall not be personally liable to the corporation or to its
stockholders for monetary damages for breach of fiduciary duty as a
director, provided that this sentence shall not eliminate nor limit the
liability of a director:
A. for any breach of his or her duty of loyalty to the corporation or
to its stockholders;
B. for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
C. for an unlawful dividend, stock purchase or redemption under the
provisions of Kansas Statutes Annotated (K.S.A.) 17-6424 and
amendments thereto; or
D. for any transaction from which the director derived an improper
personal benefit."
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.
We further certify that the capital of said corporation will not be reduced
under or by reason of said amendment.
In Witness Whereof, we have hereunto set our
hands and affixed the seal of said
corporation this 28th day of January 1988.
MICHAEL J. PROVINES
------------------------------------
Michael J. Provines, President
AMY J. LEE
------------------------------------
Amy J. Lee, Secretary
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 or Vice
President and Amy J. Lee, Secretary or Assistant 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
28th day of January, 1988.
[SEAL]
CONNIE BRUNGARDT
------------------------------------
Notary Public
My appointment or commission expires November 30, 1991.
<PAGE>
CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
SECURITY ULTRA FUND
We, Michael J. Provines, President and Amy J. Lee, Secretary, of the above named
corporation, 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 27th day of July 1993.
MICHAEL J. PROVINES
------------------------------------
Michael J. Provines, President
AMY J. LEE
------------------------------------
Amy J. Lee, Secretary
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 27th day of July, 1993.
PEGGY S. AVEY
------------------------------------
Peggy S. Avey, Notary Public
My appointment or commission expires November 21, 1996.
<PAGE>
SECURITY ULTRA FUND
The Board of Directors of Security Ultra Fund recommends that the Articles of
Incorporation be amended by deleting the first paragraph of Article Fifth and by
inserting, in lieu thereof, the following new Article:
FIFTH: The aggregate number of shares which this the Corporation shall have
authority to issue shall be (1,000,000,000) shares of capital stock, each of the
par value of $0.50 (fifty cents) per share. Each share of capital stock, par
value $1.00 per share, heretofore issued by the Corporation and presently
outstanding, shall, without further act or deed, be deemed to be changed and
converted into two shares of capital stock of the par value of $0.50 each, and
each stock certificate for shares of capital stock of the par value of $1.00 per
share issued and outstanding evidencing shares of capital stock, par value $1.00
per share, shall be deemed to evidence an identical number of shares of capital
stock of the par value of $0.50 each. 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;)
(1) At all meetings of stockholders each stockholder of the Corporation of any
class or series shall be entitled to one vote on each matter submitted to a
vote at such meeting for each share of stock standing in his name on the
books of the Corporation on the date, fixed in accordance with the Bylaws,
for determination of stockholders entitled to as many votes as shall equal
the number of shares of stock multiplied by the number of directors to be
elected, and stockholders 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 they may see fit.
(2) No holder of stock of the Corporation of any class or series shall, as such
holder, have any right to purchase or subscribe for any shares of the
capital stock of the Corporation of any class or series which it may issue
or sell (whether out of the number of shares authorized by these Articles of
Incorporation, or out of any shares of the capital stock of the Corporation,
acquired by it after the issue thereof, or otherwise) other than such right,
if any, as the Board of Directors, in its discretion, may determine.
(3) All persons who shall acquire stock in the Corporation shall acquire the
same subject to the provisions of these Articles of Incorporation.
<PAGE>
CERTIFICATE OF DESIGNATION
OF SERIES OF COMMON STOCK
OF
SECURITY ULTRA FUND
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)
We, Michael J. Provines, President, and Amy J. Lee, Secretary, of Security Ultra
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 such classes, which resolutions are provided in their entirety
as follows:
RESOLVED that, pursuant to the authority vested in the Board of Directors of
Security Ultra Fund by its Articles of Incorporation, the officers of the Fund
are hereby directed and authorized to establish two separate series of the
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 authorized
and directed to establish such series of common stock allocating 85,000,000
$0.50 par value shares of the corporation's authorized capital stock to Series A
and allocating the remaining 15,000,000 $0.50 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 Ultra 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 dividend 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 voting, 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 series
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 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 5th day of October 1993.
MICHAEL J. PROVINES
------------------------------------
Michael J. Provines, President
AMY J. LEE
------------------------------------
Amy J. Lee, Secretary
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 Equity 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.
JUDITH M. RALSTON
------------------------------------
Notary Public
My Commission Expires: January 1, 1995
<PAGE>
CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
SECURITY ULTRA FUND
We, John D. Cleland, President, and Amy J. Lee, Secretary, of Security Ultra
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 Ultra 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.
JUDITH M. RALSTON
------------------------------------
Judith M. Ralston, Notary
(SEAL)
My Commission Expires January 1, 1995.
PLEASE SUBMIT THIS DOCUMENT IN DUPLICATE, WITH $20 FILING FEE TO:
Secretary of State
2nd Floor, State Capitol
Topeka, KS 66612-1594
(913) 296-4564
<PAGE>
CERTIFICATE OF CHANGE OF
DESIGNATION OF COMMON STOCK
OF
SECURITY ULTRA FUND
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)
We, John D. Cleland, President, and Amy J. Lee, Secretary of Security Ultra
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 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 such classes, which resolutions are provided in their entirety
as follows:
WHEREAS Security Ultra 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 shareholders to be held December 21, 1994; and
WHEREAS, upon approval 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
850,000,000 $0.50 par value shares of the corporation's authorized capital
stock to Series A and the remaining 150,000,000 $0.50 par value shares to
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.
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 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 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
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 Ultra 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.
JUDITH M. RALSTON
------------------------------------
Judith M. Ralston, Notary
My Commission Expires: January 1, 1995
<PAGE>
CERTIFICATE OF DESIGNATION
OF SERIES OF COMMON STOCK
OF
SECURITY ULTRA FUND
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)
We, James R. Schmank, Vice President, and Amy J. Lee, Secretary, of Security
Ultra 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 Ultra 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 Ultra Fund
designated as Series C.
FURTHER RESOLVED, that the officers of the corporation are hereby directed and
authorized to issue an indefinite number of $.50 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 Ultra 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.
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 voting, 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 series
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 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, Vice President, and AMY J.
LEE, Secretary, of Security Ultra 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 ULTRA FUND
STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)
We, James R. Schmank, President, and Amy J. Lee, Secretary, of Security Ultra
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 Ultra 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
Ultra Fund designated as Series S.
FURTHER RESOLVED, that the officers of the corporation are hereby directed
and authorized to issue an indefinite number of $.50 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 Ultra 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 Ultra 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
