EX-99.B-77Q1(a)
WADDELL & REED ADVISORS FUNDS, INC.
SUB-ITEM 77Q1 Exhibits
(a)
AMENDMENT TO BYLAWS
RESOLVED, That the Bylaws of United Funds, Inc. are amended by addition of
the following as new Article IX, regarding Indemnification and Insurance:
ARTICLE XI
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 VIII 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 Funds, Inc. to Waddell & Reed Advisors Funds,
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.
