EX-99.B-77Q1(a) (d)
WADDELL & REED ADVISORS CASH MANAGEMENT, INC.
SUB-ITEM 77Q1 Exhibits
(a) and (d)
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
UNITED CASH MANAGEMENT, INC.
Pursuant to Sections 2-105, 2-605 and 2-607 of the Maryland General
Corporation Law, United Cash Management, Inc. (the "Corporation"), a Maryland
corporation, having its principal office in Baltimore, Maryland, hereby adopts
the following Articles of Amendment to the Corporation's Articles of
Incorporation:
FIRST: Pursuant to the authority expressly vested in the Board of
Directors of the Corporation by Article FIFTH of the Articles of Incorporation
of the Corporation, as amended ("Articles of Incorporation"), 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 Five Billion (5,000,000,000) shares of
capital stock (par value $0.01 per share), amounting in the aggregate to a par
value of Fifty Million Dollars ($50,000,000). Such shares have heretofore been
classified by the Board of Directors among the classes of the Corporation as
follows:
Class A 2,500,000,000 shares
Class B 500,000,000 shares
Class C 500,000,000 shares
Waddell & Reed Money Market B 1,000,000,000 shares
Waddell & Reed Money Market C 500,000,000 shares
SECOND: 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 hereby, in accordance with Sections 2-105
and 2-605(a)(4) of the Maryland General Corporation Law, redesignates the shares
previously designated as Waddell & Reed Money Market B shares as Waddell & Reed
Money Market C shares and combines such redesignated shares and the Waddell &
Reed Money Market C shares to result in a single class, Waddell & Reed Money
Market C, effective March 24, 2000, as follows:
Waddell & Reed Money Market C 1,500,000,000 shares
THIRD: The aggregate number of shares of all classes of stock of the
Corporation remains at Five Billion (5,000,000,000), the par value per share
remains at $0.01 per share, and the aggregate par value of all authorized stock
remains Fifty Million Dollars ($50,000,000). Except as provided in the
foregoing Article SECOND of these Articles of Amendment, the designation and
aggregate number of shares of capital stock of each class that the Corporation
is authorized to issue remain unchanged from those set forth in Article FIRST.
All authorized shares that have not been designated or classified remain
available for future designation and classification.
FOURTH: The amendments contained herein were approved by a majority of the
Board of Directors of the Corporation and are limited to changes permitted by
Section 2-605(a)(4) of the Maryland General Corporation Law to be made without
action by the stockholders of the Corporation.
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 of Amendment on behalf of the Corporation this 15
day of March, 2000.
/s/Kristen A. Richards
----------------------
Kristen A. Richards, Vice President
Attest: /s/Daniel C. Schulte
--------------------
Daniel C. Schulte,
Assistant Secretary
<PAGE>
The undersigned, Vice President of United Cash Management, Inc. who
executed on behalf of said Corporation the foregoing Articles of Amendment, of
which this certificate is made a part, hereby acknowledges, in the name and on
behalf of said Corporation, the foregoing Articles of Amendment 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 CASH MANAGEMENT, INC.
By: /s/Kristen A. Richards
----------------------
Kristen A. Richards, Vice President
