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EX-99.B(b)mhbylaw
AMENDMENT TO BYLAWS
RESOLVED, That the Bylaws of United Municipal High Income Fund, Inc. are
amended by addition of the following as new Article VII, regarding
Indemnification and Insurance:
ARTICLE VII
INDEMNIFICATION AND INSURANCE
SECTION 7.01. 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 7.02. 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 7.03. NON-EXCLUSIVITY: The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article VII 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 7.04. 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 High Income Fund, Inc. to Waddell
& Reed Advisors Municipal 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.
