<PAGE>
Ex-99.B(a)igartsup1
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
UNITED INTERNATIONAL GROWTH FUND, INC.
Pursuant to Sections 2-105, 2-605 and 2-607 of the Maryland General
Corporation Law, United International Growth Fund, Inc. (the "Corporation"), a
Maryland corporation, having its principal office in Baltimore, Maryland, hereby
adopts the following Articles of Amendment to the Corporation's Articles of
Incorporation, as previously supplemented and amended ("Articles of
Incorporation"):
FIRST: As amended, effective June 30, 2000, Article SECOND of the
Corporation's Articles of Incorporation shall read as follows: "The name of the
Corporation is Waddell & Reed Advisors International Growth Fund, Inc.,
hereinafter called the 'Corporation'."
SECOND: The amendment contained herein was approved by a majority of the
Board of Directors of the Corporation and is limited to changes permitted by
Section 2-605(a)(4) of the Maryland General Corporation Law to be made without
action by the stockholders of the Corporation.
THIRD: 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 June, 2000.
United International Growth Fund, Inc.
(Corporate Seal)
/s/ Kristen A. Richards
-----------------------------------
Kristen A. Richards, Vice President
Attest: /s/ Daniel C. Schulte
---------------------
Daniel C. Schulte,
Assistant Secretary
<PAGE>
The undersigned, Vice President of United International Growth Fund, 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
2
<PAGE>
Ex-99.B(a)igartsup2
ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION
OF
UNITED INTERNATIONAL GROWTH FUND, INC.
United International Growth Fund, Inc. (the "Corporation"), a Maryland
corporation, having its principal office in Baltimore, Maryland, hereby
certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: That the Board of Directors of the Corporation, at a meeting held on
February 9, 2000, adopted resolutions authorizing the reallocation of shares of
the capital stock of the Corporation.
SECOND: The capital stock of the Corporation is divided into series and
classes and 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 as shares of capital stock as set forth
in the Corporation's Articles of Incorporation and Articles Supplementary.
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 Four Hundred
Million (400,000,000) shares of capital stock, (par value $1.00 per share),
amounting in the aggregate to a par value of Four Hundred Million Dollars
($400,000,000.00). Such shares have heretofore been classified by the Board of
Directors of the Corporation as follows:
<TABLE>
<S> <C>
Class A 200,000,000 shares
Class B 50,000,000 shares
Class C 50,000,000 shares
Class Y 100,000,000 shares
</TABLE>
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 classes of the Corporation as follows:
<TABLE>
<S> <C>
Class A 250,000,000 shares
Class B 50,000,000 shares
Class C 50,000,000 shares
Class Y 50,000,000 shares
</TABLE>
<PAGE>
The aggregate number of shares of all classes of stock of the Corporation
remains at Four Hundred Million (400,000,000) shares of capital stock, the par
value remains $1.00 per share, and the aggregate value of all authorized stock
remains Four Hundred Million Dollars ($400,000,000.00).
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 Supplementary on behalf of the Corporation this
18th day of February, 2000.
/s/ Kristen A. Richards
-----------------------------------
Kristen A. Richards, Vice President
Attest: /s/ Daniel C. Schulte
---------------------------------------
Daniel C. Schulte, Assistant Secretary
The undersigned, Vice President of United International Growth Fund, Inc.
who executed on behalf of said Corporation the foregoing Articles Supplementary,
of which this certificate is made a part, hereby acknowledges, in the name and
on behalf of said Corporation, the foregoing Articles Supplementary 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.
UNITED INTERNATIONAL GROWTH FUND, INC.
By: /s/ Kristen A. Richards
--------------------------------------
Kristen A. Richards, Vice President
2
