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Exhibit 23(a)(4)
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LM INSTITUTIONAL FUND ADVISORS II, INC.
ARTICLES SUPPLEMENTARY
LM Institutional Fund Advisors II, Inc., a Maryland corporation (the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The Board of Directors of the Corporation (the "Board of
Directors"), by resolutions duly adopted at a meeting duly called and held on
June 2, 1999, (a) increased the aggregate number of shares of stock that the
Corporation has authority to issue from seven billion (7,000,000,000) shares to
ten billion (10,000,000,000) shares, (b) classified and designated such newly
authorized shares (collectively, the "Shares"), in equal numbers, as shares of
the Batterymarch US MidCapitalization Equity Portfolio, the Batterymarch US
Small Capitalization Equity Portfolio and the LM Balanced Institutional
Portfolio (each, a "Portfolio"), and (c) further classified and designated the
Shares, in equal numbers, within each Portfolio as Institutional Class Shares
and Financial Intermediary Class Shares, with the preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of shares of stock as set
forth in Article VI of the charter of the Corporation (the "Charter") and in any
other provisions of the Charter relating to stock of the Corporation generally.
SECOND: Immediately prior to the filing of these Articles
Supplementary, the total number of shares of stock of all classes that the
Corporation had authority to issue was 7,000,000,000 shares, $0.001 par value
per share, having an aggregate par value of $7,000,000. 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
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<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
</TABLE>
1
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THIRD: As of the filing of these Articles Supplementary, 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 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>
FOURTH: The Corporation is registered as an open-end company under
the Investment Company Act of 1940.
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FIFTH: The total number of shares of capital stock that the
Corporation had authority to issue immediately prior to the filing of these
Articles Supplementary was increased by the Board of Directors in accordance
with Section 2-105(c) of the Maryland General Corporation Law.
SIXTH: The Shares were classified by the Board of Directors under
authority granted to it in Article VI of the Charter.
SEVENTH: The undersigned Vice President and Treasurer of the
Corporation acknowledges these Articles Supplementary 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
Supplementary to be executed under seal in its name and on its behalf by its
Vice President and Treasurer and attested to by its Secretary on 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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