For period ending November 30, 2004							Exhibit 99.77C

File number 811-8765




Submission of Matters to a Vote of Security Holders:

On September ___, 2004, the Funds shareholders elected
board members at an annual meeting of shareholders.
Pursuant to Instruction 2 of Sub-Item 77C of Form N-SAR,
it is not necessary to provide in this exhibit details concerning
shareholder action regarding the election of directors since there
were no solicitations in opposition to the registrants nominees
and all of the nominees were elected.

Managed High Yield Plus Fund