EX-99.B(b)igbylaw
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 IX
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 IX 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.
