<PAGE>
Exhibit 23(a)(3)
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LM INSTITUTIONAL FUND ADVISORS II, INC.
ARTICLES OF AMENDMENT
THIS IS TO CERTIFY THAT:
FIRST: The charter of LM Institutional Fund Advisors II, Inc., a
Maryland corporation (the "Corporation"), is hereby amended by changing the
designation of the "LM Mid Cap Institutional Portfolio" to the "LM Special
Investment Institutional Portfolio".
SECOND: Immediately prior to the filing of these Articles of Amendment,
the total number of shares of stock of all classes that the Corporation had
authority to issue was 10,000,000,000 shares, $0.001 par value per share, having
an aggregate par value of $10,000,000. The number of shares of stock of each
class and the designation of each such class were as follows:
<TABLE>
<CAPTION>
Designation Number of Shares
----------- ----------------
<S> <C>
LM Value Institutional Portfolio 500,000,000 Institutional Class Shares
500,000,000 Financial Intermediary Class Shares
LM Mid Cap Institutional Portfolio 500,000,000 Institutional Class Shares
500,000,000 Financial Intermediary Class Shares
Brandywine Small Cap Value Portfolio 500,000,000 Institutional Class Shares
500,000,000 Financial Intermediary Class Shares
Batterymarch International Equity Portfolio 500,000,000 Institutional Class Shares
500,000,000 Financial Intermediary Class Shares
Batterymarch Emerging Markets Portfolio 500,000,000 Institutional Class Shares
500,000,000 Financial Intermediary Class Shares
Legg Mason Fund Adviser/Western Asset 500,000,000 Institutional Class Shares
Balanced Portfolio 500,000,000 Financial Intermediary Class Shares
LM Total Return Institutional Portfolio 500,000,000 Institutional Class Shares
500,000,000 Financial Intermediary Class Shares
LM Balanced Institutional Portfolio 500,000,000 Institutional Class Shares
500,000,000 Financial Intermediary Class Shares
Batterymarch US MidCapitalization 500,000,000 Institutional Class Shares
Equity Portfolio 500,000,000 Financial Intermediary Class Shares
Batterymarch US Small Capitalization 500,000,000 Institutional Class Shares
Equity Portfolio 500,000,000 Financial Intermediary Class Shares
</TABLE>
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<PAGE>
THIRD: As of the filing of these Articles of Amendment, the total number
of shares of stock of all classes that the Corporation has authority to issue is
10,000,000,000 shares, $0.001 par value per share, having an aggregate par value
of $10,000,000. The number of shares of stock of each class and the designation
of each such class are as follows:
<TABLE>
<CAPTION>
Designation Number of Shares
----------- ----------------
<S> <C>
LM Value Institutional Portfolio 500,000,000 Institutional Class Shares
500,000,000 Financial Intermediary Class Shares
LM Special Investment Institutional Portfolio 500,000,000 Institutional Class Shares
500,000,000 Financial Intermediary Class Shares
Brandywine Small Cap Value Portfolio 500,000,000 Institutional Class Shares
500,000,000 Financial Intermediary Class Shares
Batterymarch International Equity Portfolio 500,000,000 Institutional Class Shares
500,000,000 Financial Intermediary Class Shares
Batterymarch Emerging Markets Portfolio 500,000,000 Institutional Class Shares
500,000,000 Financial Intermediary Class Shares
Legg Mason Fund Adviser/Western Asset 500,000,000 Institutional Class Shares
Balanced Portfolio 500,000,000 Financial Intermediary Class Shares
LM Total Return Institutional Portfolio 500,000,000 Institutional Class Shares
500,000,000 Financial Intermediary Class Shares
LM Balanced Institutional Portfolio 500,000,000 Institutional Class Shares
500,000,000 Financial Intermediary Class Shares
Batterymarch US MidCapitalization 500,000,000 Institutional Class Shares
Equity Portfolio 500,000,000 Financial Intermediary Class Shares
Batterymarch US Small Capitalization 500,000,000 Institutional Class Shares
Equity Portfolio 500,000,000 Financial Intermediary Class Shares
</TABLE>
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<PAGE>
FOURTH: The foregoing amendment was approved by a majority of the entire
Board of Directors of the Corporation and is limited to a change expressly
permitted by Section 2-605(a)(4) of the Maryland General Corporation Law to be
made without action by the stockholders.
FIFTH: The Corporation is registered as an open-end company under the
Investment Company Act of 1940.
SIXTH: The undersigned Vice President and Treasurer acknowledges these
Articles of Amendment to be the corporate act of the Corporation and, as to all
matters or facts required to be verified under oath, the undersigned Vice
President and Treasurer acknowledges that to the best of her knowledge,
information and belief, these matters and facts are true in all material
respects and that this statement is made under the penalties for perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles to be signed
in its name and on its behalf by its Vice President and Treasurer and attested
to by its Secretary on this _____ day of September, 1999.
ATTEST: LM INSTITUTIONAL FUND ADVISORS II, INC.
By: (SEAL)
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Susan L. Silva Marie K. Karpinski
Secretary Vice President and Treasurer
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