EX-99.77Q1 OTHR EXHB 5 tgtdoc3.txt ARTICLES OF AMENDEMENT DATED 11-15-00 EX-99.B-77Q1(a) ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF W&R TARGET FUNDS, INC. W&R Target Funds, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Maryland, having its principal office in the State of Maryland in Baltimore, Maryland (hereinafter referred to as the "Corporation"), DOES HEREBY CERTIFY: FIRST: That the Board of Directors of the Corporation, at a meeting held on November 15, 2000, adopted resolutions authorizing the reallocation of shares of the capital stock of the Corporation. SECOND: That there are no changes in the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the Corporation's capital stock, as set forth in the Corporation's Articles of Incorporation. THIRD: Pursuant to the authority vested in the Board of Directors of the Corporation by Article FIFTH of the Articles of Incorporation of the Corporation, the Board of Directors has heretofore duly designated, in accordance with Maryland General Corporation Law, the aggregate number of shares of capital stock which the Corporation is authorized to issue at One Billion (1,000,000,000) shares of capital stock, (par value $0.001 per share), amounting in the aggregate to a par value of One Million Dollars ($1,000,000.00). Such shares have heretofore been classified by the Board of Directors among the series of the Corporation as follows: 30,000,000 shares Asset Strategy Portfolio 40,000,000 shares Balanced Portfolio 100,000,000 shares Bond Portfolio 150,000,000 shares Core Equity Portfolio 200,000,000 shares Growth Portfolio 100,000,000 shares High Income Portfolio 80,000,000 shares International Portfolio 30,000,000 shares Limited-Term Bond Portfolio 120,000,000 shares Money Market Portfolio 70,000,000 shares Science and Technology Portfolio 80,000,000 shares Small Cap Portfolio FOURTH: Pursuant to the authority vested in the Board of Directors of the Corporation by Article FIFTH of the Articles of Incorporation of the Corporation, the Board of Directors, in accordance with Maryland General Corporation Law, now duly redesignates and reclassifies the capital stock of the Corporation among the series of the Corporation as follows: 20,000,000 shares Asset Strategy Portfolio 60,000,000 shares Balanced Portfolio 60,000,000 shares Bond Portfolio 170,000,000 shares Core Equity Portfolio 240,000,000 shares Growth Portfolio 70,000,000 shares High Income Portfolio 70,000,000 shares International Portfolio 20,000,000 shares Limited-Term Bond Portfolio 160,000,000 shares Money Market Portfolio 50,000,000 shares Science and Technology Portfolio 80,000,000 shares Small Cap Portfolio The aggregate number of shares of stock of the Corporation remains at One Billion (1,000,000,000) shares of capital stock, the par value remains $0.001 per share, and the aggregate value of all authorized stock remains One Million Dollars ($1,000,000.00). FIFTH: The Corporation is registered with the Securities and Exchange Commission as an open-end investment company under the Investment Company Act of 1940, as amended. IN WITNESS WHEREOF, the undersigned Vice President of the Corporation hereby executes these Articles of Amendment on behalf of the Corporation this 15th day of November, 2000. W&R Target Funds, Inc. /s/Kristen A. Richards ----------------------------------- Kristen A. Richards, Vice President (Corporate Seal) Attest: /s/Daniel C. Schulte -------------------- Daniel C. Schulte, Assistant Secretary The undersigned, Vice President of W&R Target Funds, Inc. who executed on behalf of said Corporation the foregoing Articles of Amendment, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles of Amendment to be the act of said Corporation and further certifies that, to the best of her knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. By: /s/Kristen A. Richards ----------------------------------- Kristen A. Richards, Vice President