<PAGE>
EX-99.B(a)rsartsupl
ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION
OF
UNITED RETIREMENT SHARES, INC.
United Retirement Shares, 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 Three Hundred
Million (300,000,000) shares of capital stock (par value $0.001 per share),
amounting in the aggregate to a par value of Three Hundred Thousand Dollars
($300,000.00). Such shares have heretofore been classified by the Board of
Directors of the Corporation as follows:
<TABLE>
<S> <C>
Class A 150,000,000 shares
Class B 50,000,000 shares
Class C 50,000,000 shares
Class Y 50,000,000 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 180,000,000 shares
Class B 40,000,000 shares
Class C 40,000,000 shares
Class Y 40,000,000 shares
</TABLE>
<PAGE>
The aggregate number of shares of all classes of stock of the
Corporation remains at Three Hundred Million (300,000,000) shares of capital
stock, the par value remains $0.001 per share, and the aggregate par value of
all authorized stock remains Three Hundred Thousand Dollars ($300,000.00).
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 Retirement Shares, 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 RETIREMENT SHARES, INC.
By: /S/KRISTEN A. RICHARDS
------------------------
Kristen A. Richards, Vice President
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