For period ending November 30, 2010

File number 811-8765

Exhibit  77Q1

(PLEASE NOTE:  PAGE REFERENCES IN THE TABLE OF
CONTENTS AT THE FRONT OF THE BY-LAWS ATTACHED BELOW
SHOULD BE DISREGARDED.  THE PAGE REFERENCES DO NOT
CONFORM TO THE PRESENTATION IN THIS N-SAR EXHIBIT
GIVEN THE LIMITATIONS OF THE ELECTRONIC FILING;
HOWEVER, THE TEXT OF THE PROVISIONS IS AS INDICATED
BELOW.  THE AMENDED AND RESTATED BYLAWS ARE FOLLOWED
BY ARTICLES SUPPLEMENTARY TO THE REGISTRANTS
CHARTER.)

MANAGED HIGH YIELD PLUS FUND INC.

A Maryland Corporation








AMENDED AND RESTATED BYLAWS










May 12, 2010



TABLE OF CONTENTS

Page

ARTICLE I  NAME OF CORPORATION, LOCATION OF OFFICES
AND SEAL   3
Section 1.  Name   3
Section 2.  Principal Offices   3
Section 3.  Seal   3
ARTICLE II  STOCKHOLDERS   3
Section 1.  Annual Meetings   3
Section 2.  Special Meetings   3
Section 3.  Notice of Meetings   5
Section 4.  Quorum and Adjournment of Meetings   5
Section 5.  Voting   5
Section 6.  Inspectors   5
Section 7.  Proxies   5
Section 8.  Stock Ledger and List of Stockholders   6
Section 9.  Action Without Meeting   6
Section 10.  Organization   6
Section 11.  Advance Notice of Stockholder Nominees
for Director and other Stockholder
Proposals                        6
ARTICLE III  BOARD OF DIRECTORS   9
Section 1.  Powers   9
Section 2.  Number and Term of Directors   9
Section 3. Qualification   10
Section 4.  Vacancies and Newly Created
Directorships   10
Section 5.  Removal   10
Section 6.  Chairman of the Board   10
Section 7.  Annual and Regular Meetings   10
Section 8.  Special Meetings   10
Section 9.  Waiver of Notice   10
Section 10.  Quorum and Voting   11
Section 11.  Action Without a Meeting   11
Section 12.  Compensation of Directors   11
Section 13.  Emergency Provisions   11
ARTICLE IV  COMMITTEES   11
Section 1.  Organization   11
Section 2.  Executive Committee   11
Section 3.  Proceedings and Quorum   11
Section 4.  Other Committees   11
ARTICLE V  OFFICERS   12
Section 1.  General   12
Section 2.  Election, Tenure and Qualifications   12
Section 3.  Vacancies and Newly Created Officers   12
Section 4.  Removal and Resignation   12
Section 5.  President   12
Section 6.  Vice President   12
Section 7.  Treasurer and Assistant Treasurers   12
Section 8.  Secretary and Assistant Secretaries   12
Section 9.  Subordinate Officers   13
Section 10.  Remuneration   13
Section 11.  Surety Bond   13
ARTICLE VI  CAPITAL STOCK   13
Section 1.  Certificates of Stock   13
Section 2.  Transfer of Shares   13
Section 3.  Stock Ledgers   13
Section 4.  Transfer Agents and Registrars   13
Section 5.  Fixing of Record Date   14
Section 6.  Lost, Stolen or Destroyed
Certificates   14
ARTICLE VII  FISCAL YEAR AND ACCOUNTANT   14
Section 1.  Fiscal Year   14
Section 2.  Accountant   14
ARTICLE VIII  CUSTODY OF SECURITIES   14
Section 1.  Employment of a Custodian   14
Section 2.  Termination of Custodian Agreement   14
Section 3.  Other Arrangements   15
ARTICLE IX  INDEMNIFICATION AND INSURANCE   15
Section 1.  Indemnification of Officers,
Directors, Employees and Agents   15
Section 2.  Insurance of Officers, Directors,
Employees and Agents   15
Section 3.  Amendment   15
ARTICLE X  AMENDMENTS   15
Section 1.  General   15
Section 2.  By Stockholders Only   15


ARTICLE I
NAME OF CORPORATION,
LOCATION OF OFFICES AND SEAL
Section 1.  Name.  The name
of the Corporation is Managed High Yield Plus Fund Inc.
Section 2.  Principal Offices.  The principal office of the Corporation in the
State of Maryland shall be located in the City of Baltimore.  The
Corporation may establish and maintain such other offices and
places of business, including a principal executive office, as the
Board of Directors may, from time to time, determine.
Section 3.  Seal.  The
corporate seal of the Corporation shall be circular in form and
shall bear the name of the Corporation, the year of its
incorporation, and the word  Maryland.   The form of the seal
shall be subject to alteration by the Board of Directors and the
seal may be used by causing it or a facsimile to be impressed or
affixed or printed or otherwise reproduced.  Any officer or
Director of the Corporation shall have authority to affix the
corporate seal of the Corporation to any document requiring the
same.  Whenever the Corporation is permitted or required to affix
its seal to a document, it shall be sufficient to meet the
requirements of any law, rule or regulation relating to a seal to
place the word  (SEAL)  adjacent to the signature of the person
authorized to execute the document on behalf of the Corporation.
ARTICLE II
STOCKHOLDERS
Section 1.  Annual Meetings.  An annual meeting of stockholders
shall be held if required and for the purposes prescribed by the
Investment Company Act of 1940, as amended ( 1940 Act ), and the
laws of the State of Maryland, or as otherwise determined by the
Board of Directors, for the election of Directors and the
transaction of such other business as may properly come before
the meeting.  The meeting, if required or otherwise called by
the Corporations Board of Directors, shall be held annually at a
time set by the Board of Directors at the Corporations principal
executive office or at such other place as the Board of Directors
shall select.
Section 2.  Special Meetings.
      (a)  General.  The Chairman of the Board, the President, or
the Board of Directors may call a special meeting of the
stockholders.  Pursuant to the Corporations election to be
subject to Section 3-805 of the Maryland General Corporation Law
(the  MGCL ) and subject to subsection (b) of this Section 2, a
special meeting of stockholders shall also be called by the
Secretary of the Corporation to act on any matter that may
properly be considered at a meeting of stockholders upon the
written request of stockholders entitled to cast not less than a
majority of all the votes entitled to be cast on such matter at
such meeting.
      (b)   Stockholder-Requested Special Meetings.  (1) Any
stockholder of record seeking to have stockholders request a
special meeting shall, by sending written notice to the Secretary
(the  Record Date Request Notice ) by registered mail, return
receipt requested, request the Board of Directors to fix a record
date to determine the stockholders entitled to request a special
meeting (the  Request Record Date ).  The Record Date Request
Notice shall set forth the purpose of the meeting and the matters
proposed to be acted on at it, shall be signed by one or more
stockholders of record as of the date of signature (or their
agents duly authorized in a writing accompanying the Record Date
Request Notice), shall bear the date of signature of each such
stockholder (or such agent) and shall set forth all information
relating to each such stockholder and each matter proposed to be
acted on at the meeting that would be required to be disclosed in
connection with the solicitation of proxies for the election of
Directors in an election contest (even if an election contest is
not involved), or would otherwise be required in connection with
such a solicitation, in each case pursuant to Regulation 14A (or
any successor provision) under the Securities Exchange Act of
1934, as amended (the  Exchange Act ).  Upon receiving the Record
Date Request Notice, the Board of Directors may fix a Request
Record Date.  The Request Record Date shall not precede and shall
not be more than ten days after the close of business on the date
on which the resolution fixing the Request Record Date is adopted
by the Board of Directors.  If the Board of Directors, within ten
days after the date on which a valid Record Date Request Notice is
received, fails to adopt a resolution fixing the Request Record
Date, the Request Record Date shall be the close of business on
the tenth day after the first date on which the Record Date
Request Notice is received by the Secretary.
         (2)   In order for any stockholder to request a special
meeting to act on any matter that may properly be considered at a
meeting of stockholders, one or more written requests for a
special meeting (collectively, the  Special Meeting Request )
signed by stockholders of record (or their agents duly authorized
in a writing accompanying the request) as of the Request Record
Date entitled to cast not less than a majority of all of the votes
entitled to be cast on such matter at such meeting (the  Special
Meeting Percentage ) shall be delivered to the Secretary.  In
addition, the Special Meeting Request shall (a) set forth the
purpose of the meeting and the matters proposed to be acted on at
it (which shall be limited to those lawful matters set forth in
the Record Date Request Notice received by the Secretary), (b)
bear the date of signature of each such stockholder (or such
agent) signing the Special Meeting Request, (c) set forth (i) the
name and address, as they appear in the Corporations books, of
each stockholder signing such request (or on whose behalf the
Special Meeting Request is signed), (ii) the class, series and
number of all shares of stock of the Corporation which are owned
(beneficially or of record) by such stockholder and (iii) the
nominee holder for, and number of, shares of stock of the
Corporation owned beneficially but not of record by such
stockholder, (d) be sent to the Secretary by registered mail,
return receipt requested, and (e) be received by the Secretary
within 60 days after the Request Record Date.  Any requesting
stockholder (or agent duly authorized in a writing accompanying
the revocation or the Special Meeting Request) may revoke his, her
or its request for a special meeting at any time by written
revocation delivered to the Secretary.
         (3)   The Secretary shall inform the requesting
stockholders of the reasonably estimated cost of preparing and
delivering the notice of the meeting (including the Corporations
proxy materials).  The Secretary shall not be required to call a
special meeting upon stockholder request and such meeting shall
not be held unless, in addition to the documents required by
paragraph (2) of this Section 2(b), the Secretary receives payment
of such reasonably estimated cost prior to the preparation and
mailing or delivery of such notice of the meeting.
         (4)   In the case of any special meeting called by the
Secretary upon the request of stockholders (a  Stockholder-
Requested Meeting ), such meeting shall be held at such place,
date and time as may be designated by the Board of Directors;
provided, however, that the date of any Stockholder-Requested
Meeting shall be not more than 90 days after the record date for
such meeting (the  Meeting Record Date ); and provided further
that if the Board of Directors fails to designate, within ten days
after the date that a valid Special Meeting Request is actually
received by the Secretary (the  Delivery Date ), a date and time
for a Stockholder-Requested Meeting, then such meeting shall be
held at 2:00 p.m. local time on the 90th day after the Meeting
Record Date or, if such 90th day is not a Business Day (as defined
below), on the first preceding Business Day; and provided further
that in the event that the Board of Directors fails to designate a
place for a Stockholder-Requested Meeting within ten days after
the Delivery Date, then such meeting shall be held at the
principal executive office of the Corporation.  In fixing a date
for any special meeting, the Chairman of the Board, President or
Board of Directors may consider such factors as he, she or it
deems relevant, including, without limitation, the nature of the
matters to be considered, the facts and circumstances surrounding
any request for the meeting and any plan of the Board of Directors
to call an annual meeting or a special meeting.  In the case of
any Stockholder-Requested Meeting, if the Board of Directors fails
to fix a Meeting Record Date that is a date within 30 days after
the Delivery Date, then the close of business on the 30th day
after the Delivery Date shall be the Meeting Record Date.  The
Board of Directors may revoke the notice for any Stockholder-
Requested Meeting in the event that the requesting stockholders
fail to comply with the provisions of paragraph (3) of this
Section 2(b).
         (5)   If written revocations of the Special Meeting
Request have been delivered to the Secretary and the result is
that stockholders of record (or their agents duly authorized in
writing), as of the Request Record Date, entitled to cast less
than the Special Meeting Percentage have delivered, and not
revoked, requests for a special meeting to the Secretary: (i) if
the notice of meeting has not already been delivered, the
Secretary shall refrain from delivering the notice of the meeting
and send to all requesting stockholders who have not revoked such
requests written notice of any revocation of a request for a
special meeting on the matter, or (ii) if the notice of meeting
has been delivered and if the Secretary first sends to all
requesting stockholders who have not revoked requests for a
special meeting on the matter written notice of any revocation of
a request for the special meeting and written notice of the
Corporations intention to revoke the notice of the meeting or for
the chairman of the meeting to adjourn the meeting without action
on the matter, (A) the Secretary may revoke the notice of the
meeting at any time before ten days before the commencement of the
meeting or (B) the chairman of the meeting may call the meeting to
order and adjourn the meeting without acting on the matter.  Any
request for a special meeting received after a revocation by the
Secretary of a notice of a meeting shall be considered a request
for a new special meeting.
         (6)   The Chairman of the Board, President or Board of
Directors may appoint regionally or nationally recognized
independent inspectors of elections to act as the agent of the
Corporation for the purpose of promptly performing a ministerial
review of the validity of any purported Special Meeting Request
received by the Secretary.  For the purpose of permitting the
inspectors to perform such review, no such purported Special
Meeting Request shall be deemed to have been delivered to the
Secretary until the earlier of (i) five Business Days after
receipt by the Secretary of such purported request and (ii) such
date as the independent inspectors certify to the Corporation that
the valid requests received by the Secretary represent, as of the
Request Record Date, stockholders of record entitled to cast not
less than the Special Meeting Percentage.  Nothing contained in
this paragraph (6) shall in any way be construed to suggest or
imply that the Corporation or any stockholder shall not be
entitled to contest the validity of any request, whether during or
after such five Business Day period, or to take any other action
(including, without limitation, the commencement, prosecution or
defense of any litigation with respect thereto, and the seeking of
injunctive relief in such litigation).
         (7)   For purposes of these Bylaws,  Business Day  shall
mean any day other than a Saturday, a Sunday or a day on which
banking institutions in the State of New York are authorized or
obligated by law or executive order to close.
Section 3.  Notice of Meetings.  Not less than ten nor more than 90 days
before each meeting of stockholders, the Secretary shall give to
each stockholder entitled to vote at such meeting and to each
stockholder not entitled to vote who is entitled to notice of the
meeting notice in writing or by electronic transmission stating
the time and place of the meeting and, in the case of a special
meeting or as otherwise may be required by any statute, the
purpose for which the meeting is called, by mail, by presenting it
to such stockholder personally, by leaving it at the stockholders
residence or usual place of business or by any other means
permitted by Maryland law.  If mailed, such notice shall be deemed
to be given when deposited in the United States mail addressed to
the stockholder at the stockholders address as it appears on the
records of the Corporation, with postage thereon prepaid.  If
transmitted electronically, such notice shall be deemed to be
given when transmitted to the stockholder by an electronic
transmission to any address or number of the stockholder at which
the stockholder receives electronic transmissions.  The
Corporation may give a single notice to all stockholders who share
an address, which single notice shall be effective as to any
stockholder at such address, unless a stockholder objects to
receiving such single notice or revokes a prior consent to
receiving such single notice.  Failure to give notice of any
meeting to one or more stockholders, or any irregularity in such
notice, shall not affect the validity of any meeting fixed in
accordance with this Article II or the validity of any proceedings
at any such meeting.
      Subject to Section 11(a) of this Article II, any business of
the Corporation may be transacted at an annual meeting of
stockholders without being specifically designated in the notice,
except such business as is required by any statute to be stated in
such notice.  No business shall be transacted at a special meeting
of stockholders except as specifically designated in the notice.
The Corporation may postpone or cancel a meeting of stockholders
by making a public announcement (as defined in Section 11(c)(3) of
this Article II) of such postponement or cancellation prior to the
meeting.  Notice of the date, time and place to which the meeting
is postponed shall be given not less than ten days prior to such
date and otherwise in the manner set forth in this section.
Section 4.  Quorum and Adjournment of Meetings.  At any meeting
of stockholders, the presence in person or by proxy of
stockholders entitled to cast a majority of all the votes entitled
to be cast at such meeting on any matter shall constitute a
quorum; but this section shall not affect any requirement under
any statute or the charter of the Corporation for the vote
necessary for the adoption of any measure.  If such quorum is not
established at any meeting of the stockholders, the chairman of
the meeting may adjourn the meeting sine die or from time to time
to a date not more than 120 days after the original record date
without notice other than announcement at the meeting.  At such
adjourned meeting at which a quorum shall be present, any business
may be transacted which might have been transacted at the meeting
as originally notified.
   The stockholders present either in person or by proxy, at a
meeting which has been duly called and at which a quorum has been
established, may continue to transact business until adjournment,
notwithstanding the withdrawal from the meeting of enough
stockholders to leave fewer than required to establish a quorum.
Section 5.  Voting.  A plurality of all the votes cast at a meeting of
stockholders duly called and at which a quorum is present shall be
sufficient to elect a Director.  Each share may be voted for as
many individuals as there are Directors to be elected and for
whose election the share is entitled to be voted.  A majority of
the votes cast at a meeting of stockholders duly called and at
which a quorum is present shall be sufficient to approve any other
matter which may properly come before the meeting, unless more
than a majority of the votes cast is required by statute or by the
charter of the Corporation.  Unless otherwise provided by statute
or by the charter, each outstanding share, regardless of class,
shall be entitled to one vote on each matter submitted to a vote
at a meeting of stockholders. Voting on any question or in any
election may be viva voce unless the chairman of the meeting shall
order that voting be by ballot or otherwise.
Section 6.  Inspectors.
The Board of Directors or the chairman of the meeting may appoint,
before or at the meeting, one or more inspectors for the meeting
and any successor to the inspector.  The inspectors, if any, shall
(i) determine the number of shares of stock represented at the
meeting, in person or by proxy, and the validity and effect of
proxies, (ii) receive and tabulate all votes, ballots or consents,
(iii) report such tabulation to the chairman of the meeting, (iv)
hear and determine all challenges and questions arising in
connection with the right to vote, and (v) do such acts as are
proper to fairly conduct the election or vote.  Each such report
shall be in writing and signed by the inspector or by a majority
of them if there is more than one inspector acting at such
meeting.  If there is more than one inspector, the report of a
majority shall be the report of the inspectors.  The report of the
inspector or inspectors on the number of shares represented at the
meeting and the results of the voting shall be prima facie
evidence thereof.
Section 7.  Proxies.  The
right to vote by proxy shall exist only if the proxy is authorized
to act by (1) a written instrument executed either by the
stockholder or by his or her duly authorized attorney in fact (who
may be so authorized by a writing or by any non-written means
permitted by the laws of the State of Maryland) or (2) such
electronic, telephonic, computerized or other alternative means as
may be approved by a resolution adopted by the Directors.  No
proxy shall be valid more than eleven months after its date unless
otherwise provided in the proxy.  All proxies shall be delivered
to the Secretary of the Corporation or to the person acting as
Secretary of the meeting before being voted, who shall decide all
questions concerning qualification of voters, the validity of
proxies, and the acceptance or rejection of votes.  If inspectors
of election have been appointed for the meeting, such inspectors
shall decide all such questions.  A proxy with respect to stock
held in the name of two or more persons shall be valid if executed
by one of them unless at or prior to exercise of such proxy the
Corporation receives a specific written notice to the contrary
from any one of them.  A proxy purporting to be executed by or on
behalf of a stockholder shall be deemed valid unless challenged at
or prior to its exercise.
Section 8.  Stock Ledger and List of Stockholders.  It shall be
the duty of the Secretary or Assistant Secretary of the
Corporation to cause an original or duplicate stock ledger to be
maintained at the office of the Corporations transfer agent.
Such stock ledger may be in written form or any other form capable
of being converted into written form within a reasonable time for
visual inspection.  Any one or more persons, each of whom has been
a stockholder of record of the Corporation for more than six
months next preceding such request, who owns in the aggregate 5(percent sign)
or more of the outstanding capital stock of the Corporation, may
submit (unless the Corporation at the time of the request
maintains a duplicate stock ledger at its principal office in
Maryland) a written request to any officer of the Corporation or
its resident agent in Maryland for a list of the stockholders of
the Corporation.  Within 20 days after such a request, there shall
be prepared and filed at the Corporations principal office in
Maryland a list containing the names and addresses of all
stockholders of the Corporation and the number of shares of each
class held by each stockholder, certified as correct by an officer
of the Corporation, by its stock transfer agent, or by its
registrar.
Section 9.  Action Without Meeting.  Any action required or permitted to be
taken by stockholders at a meeting of stockholders may be taken
without a meeting if (1) all stockholders entitled to vote on the
matter consent to the action in writing, (2) all stockholders
entitled to notice of the meeting but not entitled to vote at it
sign a written waiver of any right to dissent, and (3) the
consents and waivers are filed with the records of the meetings of
stockholders.  Such consent shall be treated for all purposes as a
vote at the meeting.
Section 10.  Organization.  Every meeting of stockholders shall
be conducted by an individual appointed by the Board of Directors
to be chairman of the meeting or, in the absence of such
appointment, by the Chairman of the Board or, in the case of a
vacancy in the office or absence of the Chairman of the Board,
by one of the following officers present at the meeting in the
following order:  the vice Chairman of the Board, if there is
one, the President, the Vice Presidents in their order of rank
and seniority, the Secretary, the Assistant Secretary, or, in
the absence of such officers, a chairman chosen by the
stockholders by the vote of a majority of the votes cast by
stockholders present in person or by proxy.  The
Secretary, or, in the Secretarys absence, an Assistant Secretary,
or, in the absence of both the Secretary and assistant
secretaries, a person appointed by the Board of Directors or, in
the absence of such appointment, a person appointed by the
chairman of the meeting shall act as Secretary.  In the event that
the Secretary presides at a meeting of the stockholders, an
Assistant Secretary, or, in the absence of assistant secretaries,
an individual appointed by the Board of Directors or the chairman
of the meeting, shall record the minutes 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 the chairman and without any action by the
stockholders, 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 and other such
individuals 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 such
matter, their duly authorized proxies and other such individuals
as the chairman of the meeting may determine; (d) limiting the
time allotted to questions or comments; (e) determining when and
for how long the polls should be opened and when the polls should
be closed; (f) maintaining order and security at the meeting; (g)
removing any stockholder or any other individual who refuses to
comply with meeting procedures, rules or guidelines as set forth
by the chairman of the meeting; (h) concluding a meeting or
recessing or adjourning the meeting to a later date and time and
at a place announced at the meeting; and (i) complying with any
state and local laws and regulations concerning safety and
security.  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.
Section 11.  Advance Notice of Stockholder Nominees for Director
and other Stockholder Proposals.
   (a)   Annual Meetings of Stockholders.  (1) Nominations of
individuals for election to the Board of Directors and the
proposal of other business to be considered by the stockholders
may be made at an annual meeting of stockholders (i) pursuant to
the Corporations notice of meeting, (ii) by or at the direction
of the Board of Directors or (iii) by any stockholder of the
Corporation who was a stockholder of record both at the time of
giving of notice by the stockholder as provided for in this
Section 11(a) and at the time of the annual meeting, who is
entitled to vote at the meeting in the election of each individual
so nominated or on any such other business and who has complied
with this Section 11(a).
         (2)   For any nomination or other business to be properly
brought before an annual meeting by a stockholder pursuant to
clause (iii) of paragraph (a)(1) of this Section 11, the
stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation and such other business must
otherwise be a proper matter for action by the stockholders.  To
be timely, a stockholders notice shall set forth all information
required under this Section 11 and shall be delivered to the
Secretary at the principal executive office of the Corporation not
earlier than the 150th day nor later than 5:00 p.m., Eastern Time,
on the 120th day prior to the first anniversary of the date of the
proxy statement for the preceding years annual meeting; provided,
however, that in the event that the date of the annual meeting is
advanced or delayed by more than 30 days from the first
anniversary of the date of the preceding years annual meeting,
notice by the stockholder to be timely must be so delivered not
earlier than the 150th day prior to the date of such annual
meeting and not later than 5:00 p.m., Eastern Time, on the later
of the 120th day prior to the date of such annual meeting, as
originally convened, or the tenth day following the day on which
public announcement of the date of such meeting is first made.
The public announcement of a postponement or adjournment of an
annual meeting shall not commence a new time period for the giving
of a stockholders notice as described above.
         (3)   Such stockholders notice shall set forth:
            (i)   as to each individual whom the stockholder
proposes to nominate for election or reelection as a Director
(each, a  Proposed Nominee ),
               (A)  all information relating to the Proposed
Nominee that would be required to be  disclosed in connection with
the solicitation of proxies for the election of the Proposed
Nominee as a director in an election contest (even if an election
contest is not involved), or would otherwise be required in
connection with such solicitation, in each case pursuant to
Regulation 14A (or any successor provision) under the Exchange Act
and the rules thereunder (including the Proposed Nominees written
consent to being named in the proxy statement as a nominee and to
serving as a director if elected) and
               (B)  whether such stockholder believes any such
Proposed Nominee is, or is not, an  interested person  of the
Corporation, as defined in the 1940 Act and the rules promulgated
thereunder and information regarding such individual that is
sufficient, in the discretion of the Board of Directors or any
committee thereof or any authorized officer of the Corporation, to
make such determination;
            (ii)   as to any business that the stockholder
proposes to bring before the meeting, a description of such
business, the stockholders reasons for proposing such business at
the meeting and any material interest in such business of such
stockholder or any Stockholder Associated Person (as defined
below), individually or in the aggregate, including any
anticipated benefit to the stockholder or the Stockholder
Associated Person therefrom;
            (iii)   as to the stockholder giving the notice, any
Proposed Nominee and any Stockholder Associated Person,
               (A)   the class, series and number of all shares of
stock or other securities of the Corporation or any affiliate
thereof (collectively, the  Company Securities ), if any, which
are owned (beneficially or of record) by such stockholder,
Proposed Nominee or Stockholder Associated Person, the date on
which each such Company Security was acquired and the investment
intent of such acquisition, and any short interest (including any
opportunity to profit or share in any benefit from any decrease in
the price of such stock or other security) in any Company
Securities of any such person,
               (B)   the nominee holder for, and number of, any
Company Securities owned beneficially but not of record by such
stockholder, Proposed Nominee or Stockholder Associated Person,
               (C)   whether and the extent to which such
stockholder, Proposed Nominee or Stockholder Associated Person,
directly or indirectly (through brokers, nominees or otherwise),
is subject to or during the last six months has engaged in any
hedging, derivative or other transaction or series of transactions
or entered into any other agreement, arrangement or understanding
(including any short interest, any borrowing or lending of
securities or any proxy or voting agreement), the effect or intent
of which is to (I) manage risk or benefit of changes in the price
of (x) Company Securities or (y) any security of any other
registered closed-end fund (a  Peer Group Company ) for such
stockholder, Proposed Nominee or Stockholder Associated Person or
(II) increase or decrease the voting power of such stockholder,
Proposed Nominee or Stockholder Associated Person in the
Corporation or any affiliate thereof (or, as applicable, in any
Peer Group Company) disproportionately to such persons economic
interest in the Company Securities (or, as applicable, in any Peer
Group Company) and
               (D)   any substantial interest, direct or indirect
(including, without limitation, any existing or prospective
commercial, business or contractual relationship with the
Corporation), by security holdings or otherwise, of such
stockholder, Proposed Nominee or Stockholder Associated Person, in
the Corporation or any affiliate thereof, other than an interest
arising from the ownership of Company Securities where such
stockholder, Proposed Nominee or Stockholder Associated Person
receives no extra or special benefit not shared on a pro rata
basis by all other holders of the same class or series;
            (iv)   as to the stockholder giving the notice, any
Stockholder Associated Person with an interest or ownership
referred to in clauses (ii) or (iii) of this paragraph (3) of this
Section 11(a) and any Proposed Nominee,
               (A)   the name and address of such stockholder, as
they appear on the Corporations stock ledger, and the current
name and business address, if different, of each such Stockholder
Associated Person and any Proposed Nominee and
               (B)   the investment strategy or objective, if any,
of such stockholder and each such Stockholder Associated Person
who is not an individual and a copy of the prospectus, offering
memorandum or similar document, if any, provided to investors or
potential investors in such stockholder and each such Stockholder
Associated Person; and
            (v)   to the extent known by the stockholder giving
the notice, the name and address of any other stockholder
supporting the nominee for election or reelection as a Director or
the proposal of other business on the date of such stockholders
notice.
         (4)   Such stockholders notice shall, with respect to
any Proposed Nominee, be accompanied by a certificate executed by
the Proposed Nominee (i) certifying that such Proposed Nominee (a)
is not, and will not become a party to, any agreement, arrangement
or understanding with any person or entity other than the
Corporation in connection with service or action as a Director
that has not been disclosed to the Corporation and (b) will serve
as a Director of the Corporation if elected; and (ii) attaching a
completed Proposed Nominee questionnaire (which questionnaire
shall be provided by the Corporation, upon request, to the
stockholder providing the notice and shall include all information
relating to the Proposed Nominee that would be required to be
disclosed in connection with the solicitation of proxies for the
election of the Proposed Nominee as a Director in an election
contest (even if an election contest is not involved), or would
otherwise be required in connection with such solicitation, in
each case pursuant to Regulation 14A (or any successor provision)
under the Exchange Act and the rules thereunder, or would be
required pursuant to the rules of any national securities exchange
or over-the-counter market).
         (5)   Notwithstanding anything in this subsection (a) of
this Section 11 to the contrary, in the event that the number of
Directors to be elected to the Board of Directors is increased,
and there is no public announcement of such action at least 130
days prior to the first anniversary of the date of the proxy
statement for the preceding years annual meeting, a stockholders
notice required by this Section 11(a) shall also be considered
timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the
Secretary at the principal executive office of the Corporation not
later than 5:00 p.m., Eastern Time, on the tenth day following the
day on which such public announcement is first made by the
Corporation.
         (6)   For purposes of this Section 11,  Stockholder
Associated Person  of any stockholder means (i) any person acting
in concert with such stockholder, (ii) any beneficial owner of
shares of stock of the Corporation owned of record or beneficially
by such stockholder (other than a stockholder that is a
depositary) and (iii) any person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by,
or is under common control with, such stockholder or such
Stockholder Associated Person.
      (b)   Special Meetings of Stockholders.  Only such business
shall be conducted at a special meeting of stockholders as shall
have been brought before the meeting pursuant to the Corporations
notice of meeting.  Nominations of individuals for election to the
Board of Directors may be made at a special meeting of
stockholders at which Directors are to be elected only (i) by or
at the direction of the Board of Directors or (ii) provided that
the special meeting has been called in accordance with Section 3
of this Article II for the purpose of electing Directors, by any
stockholder of the Corporation who is a stockholder of record both
at the time of giving of notice provided for in this Section 11
and at the time of the special meeting, who is entitled to vote at
the meeting in the election of each individual so nominated and
who has complied with the notice procedures set forth in this
Section 11.  In the event the Corporation calls a special meeting
of stockholders for the purpose of electing one or more
individuals to the Board of Directors, any such stockholder may
nominate an individual or individuals (as the case may be) for
election as a Director as specified in the Corporations notice of
meeting, if the stockholders notice, containing the information
required by paragraph (a)(3) of this Section 11, shall be
delivered to the Secretary at the principal executive office of
the Corporation not earlier than the 120th day prior to such
special meeting and not later than 5:00 p.m., Eastern Time, on the
later of the 90th day prior to such special meeting or the tenth
day following the day on which public announcement is first made
of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting.  The public
announcement of a postponement or adjournment of a special meeting
shall not commence a new time period for the giving of a
stockholders notice as described above.
      (c)   General.  (1)  If information submitted pursuant to
this Section 11 by any stockholder proposing a nominee for
election as a Director or any proposal for other business at a
meeting of stockholders shall be inaccurate in any material
respect, such information may be deemed not to have been provided
in accordance with this Section 11.  Any such stockholder shall
notify the Corporation of any inaccuracy or change (within two
Business Days of becoming aware of such inaccuracy or change) in
any such information.  Upon written request by the Secretary or
the Board of Directors, any such stockholder shall provide, within
five Business Days of delivery of such request (or such other
period as may be specified in such request), (A) written
verification, satisfactory, in the discretion of the Board of
Directors or any authorized officer of the Corporation, to
demonstrate the accuracy of any information submitted by the
stockholder pursuant to this Section 11, and (B) a written update
of any information submitted by the stockholder pursuant to this
Section 11 as of an earlier date.  If a stockholder fails to
provide such written verification or written update within such
period, the information as to which written verification or a
written update was requested may be deemed not to have been
provided in accordance with this Section 11.
         (2)   Only such individuals who are nominated in
accordance with this Section 11 shall be eligible for election by
stockholders as Directors, and only such business shall be
conducted at a meeting of stockholders as shall have been brought
before the meeting in accordance with this Section 11.  The
chairman of the meeting shall have the power to determine whether
a nomination or any other business proposed to be brought before
the meeting was made or proposed, as the case may be, in
accordance with this Section 11.
         (3)    Public announcement  shall mean disclosure (i) in
a press release reported by the Dow Jones News Service, Associated
Press, Business Wire, PR Newswire or other widely circulated news
or wire service or (ii) in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant
to the Exchange Act.
            (4)   Notwithstanding the foregoing provisions of this
Section 11, a stockholder shall also comply with all applicable
requirements of state law and of the Exchange Act and the rules
and regulations thereunder with respect to the matters set forth
in this Section 11.  Nothing in this Section 11 shall be deemed to
affect any right of a stockholder to request inclusion of a
proposal in, or the right of the Corporation to omit a proposal
from, the Corporations proxy statement pursuant to Rule 14a-8 (or
any successor provision) under the Exchange Act.  Nothing in this
Section 11 shall require disclosure of revocable proxies received
by the stockholder or Stockholder Associated Person pursuant to a
solicitation of proxies after the filing of an effective Schedule
14A by such stockholder or Stockholder Associated Person under
Section 14(a) of the Exchange Act.
ARTICLE III
BOARD OF DIRECTORS
Section 1.  Powers.  Except
as otherwise provided by operation of law, by the Articles of
Incorporation, or by these Bylaws, the business and affairs of the
Corporation shall be managed under the direction of and all the
powers of the Corporation shall be exercised by or under authority
of its Board of Directors.
Section 2.  Number and Term of Directors.  Pursuant to the
Corporations election to be subject to Section 3-804(b) of the
MGCL, the number of Directors of the Corporation shall be fixed
only by vote of the Board of Directors, provided that the number
of Directors shall never be less than the minimum number required
by the MGCL.  At least one member of the Board of Directors shall
be a person who is not an  interested person  of the Corporation,
as that term is defined in the 1940 Act.  All other Directors may
be interested persons of the Corporation if the requirements of
Section 10(d) of the 1940 Act are met by the Corporation and its
investment adviser.  All acts done at any meeting of the Directors
or by any person acting as a Director, so long as his or her
successor shall not have been duly elected or appointed, shall,
notwithstanding that it be afterwards discovered that there was
some defect in the election of the Directors or of such person
acting as a Director or that they or any of them were
disqualified, be as valid as if the Directors or such other
person, as the case may be, had been duly elected and were or was
qualified to be Directors or a Director of the Corporation.
      Pursuant to the Corporations election to be subject to
Section 3-803 of the MGCL, the Directors shall be classified, with
respect to the terms for which they severally hold office, into
three classes, one class to hold office initially for a term
expiring at the first annual meeting of stockholders after the
effective date of the Corporations election to be subject to
Section 3-803 of the MGCL (the  Effective Date ), another class to
hold office initially for a term expiring at the second annual
meeting of stockholders after the Effective Date and another class
to hold office initially for a term expiring at the third annual
meeting of stockholders after the Effective Date, with the members
of each class to hold office until their successors are duly
elected and qualify.  To the extent possible, the classes shall
have the same number of Directors.  At each annual meeting of the
stockholders, the successors to the class of Directors whose term
expires at such meeting shall be elected to hold office for a term
expiring at the annual meeting of stockholders held in the third
year following the year of their election and until their
successors are duly elected and qualify.
Section 3.  Qualification.  Directors need not be stockholders of
the Corporation.
Section 4.  Vacancies and Newly Created Directorships.  If
for any reason any or all the Directors cease to be Directors,
such event shall not terminate the Corporation or affect these
Bylaws or the powers of the remaining Directors hereunder.
Pursuant to the Corporations election to be subject to Section 3-
804(c) of the MGCL, except as may be provided by the Board of
Directors in setting the terms of any class or series of preferred
stock, any vacancy on the Board of Directors may be filled only by
a majority of the remaining Directors, even if the remaining
Directors do not constitute a quorum.  Any Director elected to
fill a vacancy shall serve for the remainder of the full term of
the class in which the vacancy occurred and until a successor is
elected and qualifies.  As required by the 1940 Act:  (a) at any
time that there are stockholders of the Corporation, immediately
after filling a vacancy at least two-thirds of the Directors then
holding office shall have been elected to such office by the
stockholders of the Corporation; and (b) in the event that at any
time, other than the time preceding the first annual stockholders
meeting, less than a majority of the Directors of the Corporation
holding office at that time were elected by the stockholders, a
meeting of the stockholders shall be held promptly and in any
event within sixty days for the purpose of electing Directors to
fill any existing vacancies in the Board of Directors, unless the
Securities and Exchange Commission shall by order extend such
period.
Section 5.  Removal.
Pursuant to the Corporations election to be subject to Section 3-
804(a) of the MGCL, the stockholders of the Corporation may remove
any Director (only for cause pursuant to the MGCL) by the
affirmative vote of at least two-thirds of all the votes entitled
to be cast by the stockholders generally in the election of
Directors.
Section 6.  Chairman of the Board.  The Board of Directors may, but shall not
be required to, elect a Chairman of the Board.  Any Chairman of
the Board shall be elected from among the Directors of the
Corporation and may hold such office only so long as he or she
continues to be a Director.  The Chairman, if any, shall preside
at all stockholders meetings and at all meetings of the Board of
Directors, and may be ex officio a member of all committees of the
Board of Directors.  The Chairman, if any, shall have such powers
and perform such duties as may be assigned from time to time by
the Board of Directors.
Section 7.  Annual and Regular Meetings.  The annual meeting of the
Board of Directors for choosing officers and transacting other
proper business shall be held at such time and place as the Board
may determine.  The Board of Directors from time to time may
provide by resolution for the holding of regular meetings and fix
their time and place within or outside the State of Maryland.
Except as otherwise provided in the 1940 Act, notice of such
annual and regular meetings need not be given, provided that
notice of any change in the time or place of such meetings shall
be sent promptly to each Director not present at the meeting at
which such change was made, in the manner provided for notice of
special meetings.  Except as otherwise provided under the 1940
Act, members of the Board of Directors or any committee designated
thereby may participate in a meeting of such Board or committee by
means of a conference telephone or similar communications
equipment that allows all persons participating in the meeting to
hear each other at the same time.
Section 8.  Special Meetings.  Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the
Board, the President (or, in the absence or disability of the
President, by any Vice President), the Treasurer or by two or
more Directors, at the time and place (within or without the
State of Maryland) specified in the respective notice or waivers
of notice of such meetings.  Notice of special meetings, stating
the time and place, shall be (1) mailed to each Director at his
or her residence or regular place of business at least three days
before the day on which a special meeting is to be held or (2)
delivered to him or her personally or transmitted to him or her by
telegraph, telecopy, telex, cable or wireless at least one day
before the meeting.
Section 9.  Waiver of Notice.  No notice of any meeting need be given to any
Director who is present at the meeting or who waives notice of
such meeting in writing (which waiver shall be filed with the
records of such meeting), either before or after the time of the
meeting.
Section 10.  Quorum and Voting.  At all meetings of the Board of Directors,
the presence of one half or more of the number of Directors then
in office shall constitute a quorum for the transaction of
business, provided that there shall be present at least two
Directors.  In the absence of a quorum, a majority of the
Directors present may adjourn the meeting, from time to time,
until a quorum shall be present.  The action of a majority of the
Directors present at a meeting at which a quorum is present shall
be the action of the Board of Directors, unless concurrence of a
greater proportion is required for such action by law, by the
Articles of Incorporation or by these Bylaws.
   The directors present at a meeting which has been duly called
and at which a quorum has been established may continue to
transact business until adjournment, notwithstanding the
withdrawal from the meeting of enough directors to leave fewer
than required to establish a quorum.  If enough directors have
withdrawn from a meeting to leave fewer than required to establish
a quorum, but the meeting is not adjourned, the action of the
majority of that number of directors necessary to constitute a
quorum at such meeting shall be the action of the Board of
Directors, unless the concurrence of a greater proportion is
required for such action by applicable law, the charter of the
Corporation or these Bylaws.
Section 11.  Action Without a Meeting.  Except as otherwise provided
under the 1940 Act, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting if a written consent to
such action is signed by all members of the Board or of such
committee, as the case may be, and such written consent is filed
with the minutes of proceedings of the Board or committee.
Section 12.  Compensation of Directors.  Directors shall be
entitled to receive such compensation from the Corporation for
their services as may from time to time be determined by
resolution of the Board of Directors.
Section 13.  Emergency Provisions.  Notwithstanding any other
provision in the charter or these Bylaws, this Section 13 shall
apply during the existence of any natural disaster, act of war or
terrorism, or other similar emergency condition, as a result of
which a quorum of the Board of Directors under Article III of these
Bylaws cannot readily be obtained (an  Emergency ).  During any
Emergency, unless otherwise provided by the Board of Directors, (i)
a meeting of the Board of Directors or a committee thereof may be
called by any Director or officer by any means feasible under the
circumstances; (ii) notice of any meeting of the Board of
Directors during such an Emergency may be given less than 24 hours
prior to the meeting to as many Directors and by such means as may
be feasible at the time, including publication, television or
radio, and (iii) the number of Directors necessary to constitute a
quorum shall be one-third of the entire Board of Directors.
ARTICLE IV
COMMITTEES

Section 1.  Organization.  By resolution adopted by the Board of
Directors, the Board may designate one or more committees of the
Board of Directors, including an Executive Committee.  The Chairmen
of such committees shall be elected by the Board of Directors.
Each committee must be comprised of one or more members, each of
whom must be a Director and shall hold committee membership at the
pleasure of the Board.  The Board of Directors shall have the power
at any time to change the members of such committees and to fill
vacancies in the committees.  The Board may delegate to these
committees any of its powers, except the power to declare a
dividend or distribution on stock, authorize the issuance of
stock, recommend to stockholders any action requiring
stockholders approval, amend these Bylaws, approve any merger or
share exchange which does not require stockholder approval,
approve or terminate any contract with an  investment adviser  or
 principal underwriter,  as those terms are defined in the 1940
Act, or to take any other action required by the 1940 Act to be
taken by the Board of Directors.

Section 2.  Executive Committee.  Unless otherwise provided by resolution
of the Board of Directors, when the Board of Directors is not in
session, the Executive Committee, if one is designated by the
Board, shall have and may exercise all powers of the Board of
Directors in the management of the business and affairs of the
Corporation that may lawfully be exercised by an Executive
Committee.  The President shall automatically be a member of the
Executive Committee.
Section 3.  Proceedings and Quorum.  In the absence of an appropriate
resolution of the Board of Directors, each committee may adopt
such rules and regulations governing its proceedings, quorum and
manner of acting as it shall deem proper and desirable.  In the
event any member of any committee is absent from any meeting, the
members thereof present at the meeting, whether or not they
constitute a quorum, may appoint a member of the Board of
Directors to act in the place of such absent member.
Section 4.  Other Committees.  The Board of Directors may appoint
other committees, each consisting of one or more persons, who need
not be Directors.  Each such committee shall have such powers and
perform such duties as may be assigned to it from time to time by
the Board of Directors, but shall not exercise any power which may
lawfully be exercised only by the Board of Directors or a committee
thereof.
ARTICLE V
OFFICERS

Section 1.  General.  The
officers of the Corporation shall be a President, a Secretary, and
a Treasurer, and may include one or more Vice Presidents,
Assistant Secretaries or Assistant Treasurers, and such other
officers as may be appointed in accordance with the provisions of
Section 9 of this Article.
Section 2.  Election, Tenure and Qualifications.  The officers
of the Corporation, except those appointed as provided in Section
9 of this Article V, shall be elected by the Board of Directors at
any regular or special meeting of the Board.  Except as otherwise
provided in this Article V, each officer elected by the Board of
Directors shall hold office for an indefinite term and until his
or her successor shall have been elected and qualifies.  Any
person may hold one or more offices of the Corporation except that
no one person may serve concurrently as both President and Vice
President.  A person who holds more than one office in the
Corporation may not act in more than one capacity to execute,
acknowledge, or verify an instrument required by law to be
executed, acknowledged, or verified by more than one officer.  No
officer need be a Director.
Section 3.  Vacancies and Newly Created Officers.  If any
vacancy shall occur in any office by reason of death, resignation,
removal, disqualification or other cause, or if any new office
shall be created, such vacancies or newly created offices may be
filled by the Board of Directors at any regular or special meeting
or in the case of any office created pursuant to Section 9 hereof,
by any officer upon whom such power shall have been conferred by
the Board of Directors.
Section 4.  Removal and Resignation.  Any officer may be removed from
office by the vote of a majority of the members of the Board of
Directors given at a regular meeting or any special meeting called
for such purpose, if the Board has determined the best interests
of the Corporation will be served by removal of that officer.  Any
officer may resign from office at any time by delivering a written
resignation to the Board of Directors, the President, the
Secretary, or any Assistant Secretary.  Unless otherwise specified
therein, such resignation shall take effect upon delivery.
Section 5.  President.
The President shall be the chief executive officer of the
Corporation and in the absence of the Chairman of the Board or if
no Chairman of the Board has been elected, shall preside at all
stockholders meetings and at all meetings of the Board of
Directors and shall in general exercise the powers and perform the
duties of the Chairman of the Board.  Subject to the supervision
of the Board of Directors, the President shall have general charge
of the business, affairs and property of the Corporation and
general supervision over its officers, employees and agents.
Except as the Board of Directors may otherwise order, the
President may sign in the name and on behalf of the Corporation
all deeds, bonds, contracts, or agreements.  The President shall
exercise such other powers and perform such other duties as from
time to time may be assigned by the Board of Directors.
Section 6.  Vice President.  The Board of Directors may from time
to time elect one or more Vice Presidents who shall have such powers
and perform such duties as from time to time may be assigned to them
by the Board of Directors or the President.  At the request of or
in the absence or in the event of the disability of, the President, the
Vice President (or, if there are two or more Vice Presidents, then
the senior of the Vice Presidents present and able to act) may
perform all the duties of the President and, when so acting, shall
have all the powers of and be subject to all the restrictions upon
the President.
Section 7.  Treasurer and Assistant Treasurers.  The Treasurer
shall be the principal financial and accounting officer of the
Corporation and shall have general charge of the finances and
books of account of the Corporation.  Except as otherwise provided
by the Board of Directors, the Treasurer shall have general
supervision of the funds and property of the Corporation and of
the performance by the Custodian of its duties with respect
thereto.  The Treasurer shall render to the Board of Directors,
whenever directed by the Board, an account of the financial
condition of the Corporation and of all transactions as Treasurer;
and as soon as possible after the close of each financial year the
Treasurer shall make and submit to the Board of Directors a like
report for such financial year.  The Treasurer shall perform all
acts incidental to the office of Treasurer subject to the control
of the Board of Directors.
   Any Assistant Treasurer may perform such duties of the
Treasurer as the Treasurer or the Board of Directors may assign
and, in the absence of the Treasurer, may perform all the duties
of the Treasurer.
Section 8.  Secretary and Assistant Secretaries.  The Secretary
shall attend to the giving and serving of all notices of the
Corporation and shall record all proceedings of the meetings of
the stockholders and Directors in books to be kept for that
purpose.  The Secretary shall keep in safe custody the seal of the
Corporation and shall have responsibility for the records of the
Corporation including the stock books and such other books and
papers as the Board of Directors may direct and such books,
reports, certificates and other documents required by law to be
kept, all of which shall at all reasonable times be open to
inspection by any Director.  The Secretary shall perform such
other duties which appertain to this office or as may be required
by the Board of Directors.
   Any Assistant Secretary may perform such duties of the
Secretary as the Secretary or the Board of Directors may assign,
and, in the absence of the Secretary, may perform all the duties
of the Secretary.
Section 9.  Subordinate Officers.  The Board of Directors from time to time
may appoint such other officers and agents as it may deem
advisable, each of whom shall have such title, hold office for
such period, have such authority and perform such duties as the
Board of Directors may determine.  The Board of Directors from
time to time may delegate to one or more officers or agents the
power to appoint any such subordinate officers or agents and to
prescribe their respective rights, terms of office, authorities
and duties.  Any officer or agent appointed in accordance with the
provisions of this Section 9 may be removed, either with or
without cause, by any officer upon whom such power of removal
shall have been conferred by the Board of Directors.
Section 10.  Remuneration.  The salaries or other compensation of
the officers of the Corporation shall be fixed from time to time by
resolution of the Board of Directors in the manner provided by
Section 10 of Article III, except that the Board of Directors may
by resolution delegate to any person or group of persons the power
to fix the salaries or other compensation of any subordinate officers
or agents appointed in accordance with the provisions of Section 9
of this Article V.
Section 11.  Surety Bond.  The Board of Directors may require any
officer or agent of the Corporation to execute a bond (including,
without limitation, any bond required by the 1940 Act and the rules
and regulations of the Securities and Exchange Commission promulgated
thereunder) to the Corporation in such sum and with such surety or
sureties as the Board of Directors may determine, conditioned upon the
faithful performance of his or her duties to the Corporation,
including responsibility for negligence and for the accounting of
any of the Corporations property, possessions or securities that
may come into his or her hands.
ARTICLE VI
CAPITAL STOCK
Section 1.  Certificates of Stock.  Shares of stock of the Corporation shall be
represented by certificates in such form as the Board of Directors
may from time to time authorize, provided, however, the Board of
Directors may, in its discretion, authorize the issuance of non-
certificated shares.  No certificate shall be valid unless it is
signed by the President or a Vice President and countersigned by
the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer of the Corporation and sealed with the seal of
the Corporation, or bears the facsimile signatures of such
officers and a facsimile of such seal.  In case any officer who
shall have signed any such certificate, or whose facsimile
signature has been placed thereon, shall cease to be such an
officer (because of death, resignation or otherwise) before such
certificate is issued, such certificate may be issued and
delivered by the Corporation with the same effect as if he or she
were such officer at the date of issue.
   In the event that the Board of Directors authorizes the
issuance of non-certificated shares of stock, the Board of
Directors may, in its discretion and at any time, discontinue the
issuance of share certificates and may, by written notice to the
registered owners of each certificated share, require the
surrender of share certificates to the Corporation for
cancellation.  Such surrender and cancellation shall not affect
the ownership of shares of the Corporation.
Section 2.  Transfer of Shares.  Shares of the Corporation shall be
transferable on the books of the Corporation by the holder of
record thereof in person or by his or her duly authorized attorney
or legal representative (i) upon surrender and cancellation of a
certificate or certificates for the same number of shares of the
same class, duly endorsed or accompanied by proper instruments of
assignment and transfer, with such proof of the authenticity of
the signature as the Corporation or its agents may reasonably
require, or (ii) as otherwise prescribed by the Board of
Directors.  The shares of stock of the Corporation may be freely
transferred, and the Board of Directors may, from time to time,
adopt rules and regulations with reference to the method of
transfer of the shares of stock of the Corporation.  The
Corporation shall be entitled to treat the holder of record of any
share of stock as the absolute owner thereof for all purposes, and
accordingly shall not be bound to recognize any legal, equitable
or other claim or interest in such share on the part of any other
person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by law or the
statutes of the State of Maryland.
Section 3.  Stock Ledgers.  The stock ledgers of the Corporation,
containing the names and addresses of the stockholders and the
number of shares held by them respectively, shall be kept at the
principal offices of the Corporation or if the Corporation employs
a transfer agent, at the offices of the transfer agent of the
Corporation.
Section 4.  Transfer Agents and Registrars.  The Board of
Directors may from time to time appoint or remove transfer agents
and registrars of transfers for shares of stock of the
Corporation, and it may appoint the same person as both transfer
agent and registrar.  Upon any such appointment being made all
certificates representing shares of capital stock thereafter
issued shall be countersigned by one of such transfer agents or by
one of such registrars or by both and shall not be valid unless so
countersigned.  If the same person shall be both transfer agent
and registrar, only one countersignature by such person shall be
required.
Section 5.  Fixing of Record Date.  The Board of Directors may fix in
advance a date as a record date for the determination of the
stockholders entitled to notice of or to vote at any stockholders
meeting or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or to receive
payment of any dividend or other distribution or allotment of any
rights, or to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other
lawful action, provided that (1) such record date shall be within
ninety days prior to the date on which the particular action
requiring such determination will be taken; (2) the transfer books
shall not be closed for a period longer than twenty days; and (3)
in the case of a meeting of stockholders, the record date shall be
at least ten days before the date of the meeting.
Section 6.  Lost, Stolen or Destroyed Certificates.  Before
issuing a new certificate for stock of the Corporation alleged to
have been lost, stolen or destroyed, the Board of Directors or any
officer authorized by the Board may, in its discretion, require
the owner of the lost, stolen or destroyed certificate (or his or
her legal representative) to give the Corporation a bond or other
indemnity, in such form and in such amount as the Board or any
such officer may direct and with such surety or sureties as may be
satisfactory to the Board or any such officer, sufficient to
indemnify the Corporation against any claim that may be made
against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.
ARTICLE VII
FISCAL YEAR AND ACCOUNTANT
Section 1.  Fiscal Year.  The fiscal year of the Corporation shall,
unless otherwise ordered by the Board of Directors, be twelve calendar
months ending on the 31st day of May.
Section 2.  Accountant.
   (a)   The Corporation shall employ an independent public
accountant or a firm of independent public accountants as its
Accountant to examine the accounts of the Corporation and to sign
and certify financial statements filed by the Corporation.  The
Accountants certificates and reports shall be addressed both to
the Board of Directors and to the stockholders.  The employment of
the Accountant shall be conditioned upon the right of the
Corporation to terminate the employment forthwith without any
penalty by vote of a majority of the outstanding voting securities
at any stockholders meeting called for that purpose.
   (b)   A majority of the members of the Board of Directors who
are not  interested persons  (as defined in the 1940 Act) of the
Corporation shall select the Accountant at any meeting held within
thirty days before or after the beginning of the fiscal year of
the Corporation or before the annual stockholders meeting in that
year or at such other time as permitted or required by the 1940
Act and the rules thereunder.  To the extent required by the 1940
Act and the rules thereunder or more frequently as otherwise
determined by the Board of Directors, the selection shall be
submitted for ratification or rejection at the next succeeding
annual stockholders meeting.  If the selection is rejected at
that meeting, the Accountant shall be selected by majority vote of
the Corporations outstanding voting securities, either at the
meeting at which the rejection occurred or at a subsequent meeting
of stockholders called for the purpose of selecting an Accountant.
   (c)   Any vacancy occurring between annual meetings due to the
resignation of the Accountant may be filled by the vote of a
majority of the members of the Board of Directors who are not
interested persons.
ARTICLE VIII
CUSTODY OF SECURITIES
Section 1.  Employment of a Custodian.  The Corporation shall place and at
all times maintain in the custody of a Custodian (including any
sub-custodian for the Custodian) all funds, securities and similar
investments owned by the Corporation.  The Custodian (and any sub-
custodian) shall be a bank or trust company of good standing
having an aggregate capital, surplus, and undivided profits not
less than fifty million dollars ((dollar sign) 50,000,000) or such other
financial institution or other entity as shall be permitted by
rule or order of the Securities and Exchange Commission.  The
Custodian shall be appointed from time to time by the Board of
Directors, which shall fix its remuneration.
Section 2.  Termination of Custodian Agreement.  Upon
termination of the agreement for services with the Custodian or
inability of the Custodian to continue to serve, the Board of
Directors shall promptly appoint a successor Custodian, but in the
event that no successor Custodian can be found who has the
required qualifications and is willing to serve, the Board of
Directors shall call as promptly as possible a special meeting of
the stockholders to determine whether the Corporation shall
function without a Custodian or shall be liquidated.  If so
directed by resolution of the Board of Directors or by vote of the
holders of a majority of the outstanding shares of stock of the
Corporation, the Custodian shall deliver and pay over all property
of the Corporation held by it as specified in such vote.
Section 3.  Other Arrangements.  The Corporation may make such other
arrangements for the custody of its assets including deposit
arrangements) as may be required by any applicable law, rule or
regulation.
ARTICLE IX
INDEMNIFICATION AND INSURANCE
Section 1.  Indemnification of Officers, Directors, Employees and
Agents.  To the maximum extent
permitted by Maryland law in effect from time to time, the
Corporation shall indemnify and, without requiring a preliminary
determination of the ultimate entitlement to indemnification,
shall pay or reimburse reasonable expenses in advance of final
disposition of a proceeding to (a) any individual who is a present
or former Director or officer of the Corporation and who is made
or threatened to be made a party to the proceeding by reason of
his or her service in that capacity or (b) any individual who,
while a Director or officer of the Corporation and at the request
of the Corporation, serves or has served as a Director, officer,
partner or trustee of another corporation, real estate investment
trust, partnership, joint venture, trust, employee benefit plan or
other enterprise and who is made or threatened to be made a party
to the proceeding by reason of his or her service in that
capacity.  The rights to indemnification and advance of expenses
provided by the charter of the Corporation and these Bylaws shall
vest immediately upon election of a Director or officer.  The
Corporation may, with the approval of its Board of Directors,
provide such indemnification and advance for expenses to an
individual who served a predecessor of the Corporation in any of
the capacities described in (a) or (b) above and to any employee
or agent of the Corporation or a predecessor of the Corporation.
The indemnification and payment or reimbursement of expenses
provided in these Bylaws shall not be deemed exclusive of or limit
in any way other rights to which any person seeking
indemnification or payment or reimbursement of expenses may be or
may become entitled under any bylaw, regulation, insurance,
agreement or otherwise.
   Neither the amendment nor repeal of this Article, nor the
adoption or amendment of any other provision of the Bylaws or
charter of the Corporation inconsistent with this Article, shall
apply to or affect in any respect the applicability of the
preceding paragraph with respect to any act or failure to act
which occurred prior to such amendment, repeal or adoption.
      Notwithstanding anything herein to the contrary, no
Director, officer, investment adviser or principal underwriter of
the Corporation shall be indemnified (nor shall expenses be
advanced to such persons) in violation of Sections 17(h) and (i)
of the 1940 Act.
Section 2.  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 any liability
asserted against that person and incurred by that person in or
arising out of his or her position, whether or not the Corporation
would have the power to indemnify him or her against such
liability.
Section 3.  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.
ARTICLE X
AMENDMENTS
Section 1.  General.
Except as provided in Section 2 of this Article X, all Bylaws of
the Corporation, whether adopted by the Board of Directors or the
stockholders, shall be subject to amendment, alteration or repeal,
and new Bylaws may be made by the affirmative vote of a majority
of either:  (1) the holders of record of the outstanding shares of
stock of the Corporation entitled to vote, at any annual or
special meeting, the notice or waiver of notice of which shall
have specified or summarized the proposed amendment, alteration,
repeal or new Bylaw; or (2) the Directors, at any regular or
special meeting the notice or waiver of notice of which shall have
specified or summarized the proposed amendment, alteration, repeal
or new Bylaw.
Section 2.  By Stockholders Only.  No amendment of any section of these Bylaws
shall be made except by the stockholders of the Corporation if the
Bylaws provide that such section may not be amended, altered or
repealed except by the stockholders.  From and after the issue or
any shares of the capital stock of the Corporation, no amendment,
alteration or repeal of this Article X shall be made except by the
affirmative vote of the holders of either: (a) more than two-
thirds of the Corporations outstanding shares present at a
meeting at which the holders of more than fifty percent of the
outstanding shares are present in person or by proxy, or (b) more
than fifty percent of the Corporations outstanding shares.

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BA0/228965

Managed High Yield Plus Fund