WADDELL & REED ADVISORS MUNICIPAL BOND FUND INC
485BPOS, EX-99.B(B), 2000-12-14
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                                                              EX-99.B(b)mbbylaw

                               AMENDMENT TO BYLAWS

         RESOLVED, That the Bylaws of United Municipal Bond 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.

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and further;

         RESOLVED, That the Bylaws of the Corporation are amended to change
the Corporation's name from United Municipal Bond Fund, Inc. to Waddell &
Reed Advisors Municipal Bond 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.

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<S>                                             <C>
                                                /s/Kristen A. Richards
                                                ------------------------------
                                                Kristen A. Richards, Secretary
</TABLE>


Dated this 17th day of May, 2000.




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