EX-99.B-77Q1(a)
WADDELL & REED ADVISORS INTERNATIONAL GROWTH FUND, INC.
SUB-ITEM 77Q1 Exhibits
(a)
AMENDMENT TO BYLAWS
RESOLVED, That the Bylaws of United International Growth Fund, Inc. are
amended by addition of the following as new Article IX, regarding
Indemnification and Insurance:
ARTICLE XI
INDEMNIFICATION AND INSURANCE
Section 9.01. Indemnification of Officers, Directors, Employees
and Agents: The Corporation shall indemnify and advance expenses to
its present and past directors, officers, employees and agents, and
any persons who are serving or have served at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or enterprise, to the
full extent provided and allowed by Section 2-418 of the Annotated
Corporations and Associations Code of Maryland concerning
corporations, as amended from time to time or any other applicable
provisions of law. Notwithstanding anything herein to the contrary,
no director, officer, investment adviser or principal underwriter of
the Corporation shall be indemnified in violation of Section 17(h) and
(i) of the Investment Company Act of 1940, as amended.
Section 9.02. Insurance of Officers, Directors, Employees and
Agents: The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against liability asserted against him or her and incurred by him or
her in any such capacity or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify him
or her against such liability.
Section 9.03. Non-exclusivity: The indemnification and
advancement of expenses provided by, or granted pursuant to, this
Article VIII shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be
entitled under the Articles of Incorporation, these Bylaws, agreement,
vote of stockholders or directors, or otherwise, both as to action in
his or her official capacity and as to action in another capacity
while holding such office.
Section 9.04. Amendment: No amendment, alteration or repeal of
this Article, or the adoption, alteration or amendment of any other
provision of the Articles of Incorporation or Bylaws inconsistent with
this Article, shall adversely affect any right or protection of any
person under this Article with respect to any act or failure to act
which occurred prior to such amendment, alteration, repeal or
adoption.
and further;
RESOLVED, That the Bylaws of the Corporation are amended to change the
Corporation's name from United International Growth Fund, Inc. to Waddell & Reed
Advisors International Growth Fund, Inc., effective June 30, 2000.
I certify that I am Secretary of the Corporation, and as such officer, have
custody of the minute books of the Corporation, and that the foregoing
resolutions are true and correct resolutions duly passed by the Board of
Directors of the Corporation at a meeting held on May 17, 2000.
/s/Kristen A. Richards
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Kristen A. Richards, Secretary
Dated this 17th day of May, 2000.
