LM INSTITUTIONAL FUND ADVISORS I, INC.

                              ARTICLES OF AMENDMENT

         LM  Institutional  Fund  Advisors  I,  Inc.,  a  Maryland   Corporation
("Corporation")  organized  on May  16,  1990,  hereby  certifies  to the  State
Department of Assessments and Taxation of Maryland that:

         FIRST: On May 9, 2001, the Board of Directors of LM Institutional  Fund
Advisors I, Inc.  ("Board"),  under  authority  contained  in the  Corporation's
charter, has amended Article Second of the Articles of Incorporation by striking
"LM Institutional Fund Advisors I, Inc." and substituting  "Western Asset Funds,
Inc."

         SECOND:  The  foregoing  amendment  was  approved  by a majority of the
entire Board of Directors of the Corporation and is limited to changes expressly
permitted by Section  2-605(a)(1)  of the Maryland  General  Corporate Law to be
made without action by the stockholders or matters reserved by the Corporation's
charter to the Board of Directors.

         THIRD:  The Corporation is registered as an open-end  company under the
Investment Company Act of 1940.

         FOURTH: The undersigned Vice President of the Corporation  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  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 of perjury.

         IN WITNESS  WHEREOF,  the  Corporation  has caused  these  Articles  of
Amendment to be executed in its name and on its behalf by its Vice President and
attested to by its Vice President and Treasurer on May 21, 2001.

ATTEST:                                LM INSTITUTIONAL FUND ADVISORS I, INC.



/s/ Marie K. Karpinski                 By: /s/ Susanne D. Wilson
-----------------------------              -----------------------------------
Marie K. Karpinski                             Susanne D. Wilson
Vice President and Treasurer                   Vice President