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EX-99.B(b)hibylaw
AMENDMENT TO BYLAWS
RESOLVED, That the Bylaws of United High Income 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 High Income Fund, Inc. to Waddell &
Reed Advisors High Income 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.
/s/Kristen A. Richards
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Kristen A. Richards, Secretary
Dated this 17th day of May, 2000.
