EXHIBITS
Managed High Yield Fund Inc.
For period ending July 31, 2000
Exhibit No. 77 C
File number 811-7804
At a Special Meeting of Shareholders
initially convened on April 24, 2000 and
reconvened on May 22,
2000, the shareholders of Managed High
Yield Fund Inc. ("Managed High Yield
Fund") approved an
Agreement and Plan of Reorganization and
Termination providing for its
reorganization into Managed
High Yield Fund Plus Inc. Managed High
Yield Fund shares were voted as follows
with respect to
the transaction: 3,083,273 were voted
"for"; 177,740 shares were voted
"against;" and 86,197 shares
were voted "abstain." The transaction was
consummated on June 2, 2000. Further
information
describing this transaction is hereby
incorporated by reference to the High
Yield Plus Fund Inc. Rule
497 filing filed with the SEC on April 4,
2000. (Accession Number 0000898432-00-
00285; SEC File
No. 333-30638.)
Exhibit No.77 Q1-A
At a Board of Directors meeting held on
December 17, 1999, the directors approved
an amendment
to the by-laws to increase the number of
shares stockholders need to call a special
meeting to a
majority of the shares entitled to be cast
and also to clarify who has power to
conduct and control
stockholder meetings. See amendments to
the by-laws below:
BY-LAWS AMENDMENTS
The Fund's By-Laws were amended by adding
the second paragraph of Article II,
Section 2:
"Special meetings of the stockholders may
be called by the Secretary upon
the written request of the holders of
shares entitled to vote a majority of all
the
votes entitled to be cast at such meeting,
provided that (1) such request shall
state the purposes of such meeting and the
matters proposed to be acted on, and
(2) the stockholders requesting such
meeting shall have paid to the Corporation
the reasonably estimated cost of preparing
and mailing the notice thereof, which
the Secretary shall determine and specify
to such stockholders.";
The Fund's By-Laws were amended to create
Article II, Section 11, which read as
follows:
"Section 11. Organization. At every
meeting of stockholders, the
Chairman of the Board, if there be one,
shall conduct the meeting or, in the case
of vacancy in office or absence of the
Chairman of the Board, one of the
following
present shall conduct the meeting in the
order stated: the Vice Chairman, if there
be one, the President, Vice Presidents, in
their order of rank and seniority, or, in
the absence of such Director or officers,
a Chairman chosen by the stockholders
entitled to cast a majority of the votes
which all stockholders present in person
or
by proxy are entitled to cast, shall act
as Chairman, and the Secretary, or in his
or
her absence, an assistant secretary, or in
the absence of both the Secretary and
assistant secretaries, a person appointed
by the Chairman shall act as Secretary
of the meeting. The order of business and
all other matters of procedure at any
meeting of stockholders shall be
determined by the Chairman of the meeting.
The
Chairman of the meeting may prescribe such
rules, regulations and procedures
and take such action as, in the discretion
of such Chairman, are appropriate for
the proper conduct of the meeting,
including, without limitation, (a)
restricting
admission to the time set for the
commencement of the meeting; (b) limiting
attendance at the meeting to stockholders
of record of the Corporation, their duly
authorized proxies or other such persons
as the Chairman of the meeting may
determine; (c) limiting participation at
the meeting on any matter to stockholders
of
record of the Corporation entitled to vote
on any such matter, their duly authorized
proxies or other such persons as the
Chairman of the meeting may determine; (d)
limiting the time allotted to questions or
comments by participants; (e) maintaining
order and security at the meeting; and (f)
recessing or adjourning the meeting to a
later date, time and place announced by
the Chairman of the meeting. Unless
otherwise determined by the Chairman of
the meeting, meetings of stockholders
shall not be required to be held in
accordance with the rules of parliamentary
procedure.";
The Funds' By-Laws were amended to add the
following phrase of the beginning of the
second sentence of Article II, Section 4:
"Subject to the rules established by the
Chairman of the stockholders' meeting,".
Exhibit No.77 Q1-G
Information relevant to the reorganization
of Managed High Yield Fund Inc. into
Managed High Yield
Plus Fund Inc. is hereby incorporated by
reference to the Managed High Yield Plus
Fund Inc. Rule
497 filing filed with the SEC on April 4,
2000 (Accession Number 0000898432-00-
00285; SEC File
No. 333-30638).
The Agreement and Plan of Reorganization
and Termination is attached as Appendix A
to the
Combined Proxy Statement and Prospectus
which are part of that filing.
