UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act
of 1934 (Amendment No.)
Filed by the Registrant [X]
Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[X]
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Under Rule 14a-12
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Managed
High Yield Plus Fund Inc.
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(Name of
Registrant as Specified In Its Charter)
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Payment of Filing Fee (Check the appropriate box):
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[X]
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No fee required.
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Fee computed
on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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1)
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Title of each
class of securities to which transaction applies:
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2)
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Aggregate
number of securities to which transaction applies:
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3)
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Per unit price
or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11 (Set forth the amount on which the filing fee is calculated and state how it
was determined):
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4)
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Proposed maximum
aggregate value of transaction:
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5)
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Total fee paid:
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Fee paid previously
with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
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1)
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Amount Previously
Paid:
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2)
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Form, Schedule
or Registration Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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Managed High Yield Plus Fund Inc.
(New York Stock Exchange Trading Symbol: HYF)
Notice of annual meeting of shareholders
September 17, 2009
To the shareholders:
The annual meeting of shareholders of Managed
High Yield Plus Fund Inc., a Maryland corporation (the Fund), will be
held on September 17, 2009 at 10:00 a.m., Eastern time, on the 16th Floor of the
CBS Building located at 51 West 52nd Street, New York, New York 10019-6114 for the
following purposes:
(1)
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To elect six
(6) directors to serve until the annual meeting of shareholders in 2010 and until
their successors are elected and qualified or until they resign or are otherwise
removed; and
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(2)
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To transact
such other business as may properly come before the meeting or any adjournment or
postponement thereof.
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You are entitled to vote at the meeting
and any adjournment or postponement thereof if you owned Fund shares at the close
of business on July 17, 2009. If you attend the meeting, you may vote your shares
in person.
If you do not expect to attend the meeting, please complete, date,
sign and return the enclosed proxy card in the enclosed postage paid envelope.
By order of the board of directors,
Mark F. Kemper
Vice President and
Secretary
July 27, 2009
51 West 52nd Street
New York, New York 10019-6114
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Your vote
is important no matter how many shares you own
Please indicate your voting instructions
on the enclosed proxy card, date and sign it, and return it in the postage paid
envelope provided.
If you sign, date and return the proxy card but give no
voting instructions, your shares will be voted FOR the nominees for
director named in the attached proxy statement and, in the proxies discretion,
either FOR or AGAINST any other business that may properly
arise at the annual meeting
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In order to avoid the additional expense to
the Fund of further solicitation, we ask your cooperation in mailing your proxy
card promptly.
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Instructions for signing proxy cards
The following general guidelines for signing
proxy cards may be of assistance to you and avoid the time and expense to the Fund
in validating your vote if you fail to sign your proxy card properly.
1.
Individual accounts:
Sign your
name exactly as it appears in the registration on the proxy card.
2.
Joint accounts:
Either party may
sign, but the name of the party signing should conform exactly to the name shown
in the registration on the proxy card.
3.
All other accounts:
The capacity
of the individual signing the proxy card should be indicated unless it is reflected
in the form of registration. For example:
Registration
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Valid signature
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Corporate accounts
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(1)
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ABC Corp.
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ABC Corp.
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John Doe, treasurer
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(2)
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ABC Corp.
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John Doe, treasurer
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(3)
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ABC Corp.
c/o John Doe, treasurer
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John Doe
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(4)
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ABC Corp.
profit sharing plan
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John Doe,
trustee
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Partnership accounts
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(1)
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The XYZ partnership
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Jane B. Smith,
partner
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(2)
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Smith and
Jones, limited partnership
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Jane B. Smith,
general partner
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Trust accounts
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(1)
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ABC trust
account
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Jane B. Doe,
trustee
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(2)
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Jane B. Doe,
trustee u/t/d 12/18/78
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Jane B. Doe
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Custodial or estate accounts
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(1)
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John B. Smith,
Cust. f/b/o
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John B. Smith,
Jr. UGMA/UTMA
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John B. Smith
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(2)
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Estate of
John B. Smith
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John B. Smith,
Jr., executor
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Managed High Yield Plus Fund Inc.
51 West 52nd Street
New York, New York 10019-6114
Proxy statement
Annual meeting of shareholders to be
held on September 17, 2009
This proxy statement is furnished to the shareholders
of Managed High Yield Plus Fund Inc. (the Fund) in connection with the
solicitation by the board of directors of proxies to be exercised at the annual
meeting of the shareholders of the Fund to be held on September 17, 2009, at 10:00
a.m., Eastern time, on the 16th Floor of the CBS Building located at 51 West 52nd
Street, New York, New York 10019-6114, or any adjournment or postponement thereof.
This proxy statement and the related proxy card will first be mailed to shareholders
on or about July 30, 2009.
The presence of a majority of the shares
outstanding on July 17, 2009, represented in person or by proxy, is necessary to
constitute a quorum for the transaction of business at the meeting. In the event
that a quorum is not present at the annual meeting, the chairman of the meeting
may adjourn the meeting. If a quorum is present at the annual meeting but sufficient
votes to approve any of the proposals are not received, the chairman of the meeting
or the persons named as proxies may propose one or more adjournments of the annual
meeting to permit further solicitation of proxies. If submitted to shareholders,
any such adjournment will require the affirmative vote of holders of a majority
of those shares represented at the annual meeting in person or by proxy (or a majority
of votes cast if a quorum is present). A shareholder vote may be taken on one or
more of the proposals in this proxy statement prior to any such adjournment if sufficient
votes have been received and it is otherwise appropriate.
Broker non-votes are
proxies for shares held in street name for which the broker indicates that instructions
have not been received from the beneficial owners or other persons entitled to vote
and for which the broker does not have discretionary voting authority. Abstentions
and broker non-votes will be counted as shares present for purposes of determining
whether a quorum is present but will not be voted for or against any proposal. Abstentions
and broker non-votes will have no effect on Proposal 1, for which the required vote
is a plurality of the votes cast on the matter.
The individuals named as proxies on the
enclosed proxy card will vote in accordance with your direction as indicated thereon
if your proxy card is received properly executed by you or by your duly appointed
agent or attorney-in-fact. If you give no voting instructions, your shares will
be voted FOR the six nominees for director named herein and, in the proxies
discretion, either FOR or AGAINST any other business that may properly be presented
at the annual meeting. You may revoke any proxy card by giving another proxy or
by submitting a written notice of revocation to the Funds Secretary, care
of UBS Global Asset Management (Americas) Inc., UBS Tower, One North Wacker Drive,
Chicago, IL 60606. To be effective, your revocation must be received by the Fund
prior to the meeting and must indicate your name and account number. In addition,
if you attend the annual meeting in person you may, if you wish, vote by ballot
at the meeting, thereby cancelling any proxy previously given.
As of the record date, July 17, 2009, the
Fund had 61,308,650 shares of common stock outstanding. The solicitation of proxies,
the cost of which will be borne by the Fund, will be made primarily by mail but
also may include telephone and oral communications by regular employees of UBS Global
Asset Management (Americas) Inc. (UBS Global AM) or UBS Financial Services
Inc., who will not receive any compensation therefor from the Fund. Each full share
of the Fund outstanding is entitled to one vote, and each fractional share of the
Fund outstanding is entitled to a proportionate share of one vote.
UBS Global AM serves as the Funds
investment advisor and administrator. UBS Global AM is an indirect wholly owned
asset management subsidiary of UBS AG. UBS AG is an internationally diversified
organization with headquarters in Zurich and Basel, Switzerland. UBS AG operates
in many areas of the financial services industry. Principal business offices of
UBS Global AM are located at 51 West 52nd Street, New York, New York 10019-6114
and at One North Wacker Drive, Chicago, Illinois 60606. The principal business address
of UBS AG is Bahnhofstrasse 45, Zurich, Switzerland.
The Funds annual report containing
financial statements for the fiscal year ended May 31, 2009, is being mailed to
shareholders concurrently with this proxy statement.
Proposal 1. Election of directors
Proposal 1 relates to the election of directors
of the Fund. Management proposes the election of the six nominees named in the table
below. Each nominee has indicated his or her willingness to serve if elected. If
elected, each nominee will hold office until the next annual meeting of shareholders
and until his or her successor is elected and qualifies, or until he or she resigns
or is otherwise removed. Each of the nominees was last elected director at an Annual
Meeting of Shareholders held on September 18, 2008. If you properly execute and
return the enclosed proxy card, unless you give contrary instructions on the proxy
card, then your shares will be voted FOR the election of all six nominees. If any
of the nominees should withdraw or otherwise become unavailable for election, your
shares will be voted FOR such other nominee or nominees as management may recommend.
Directors, including those who are not interested persons of the Fund as that term is defined in the Investment
Company Act of 1940, as amended (1940 Act) (Independent Directors), shall be elected by a plurality of votes cast in person or by proxy and
entitled to vote thereon, provided a quorum is present. Proxies cannot be voted
for a greater number of persons than the number of nominees named. None of the current
directors and executive officers (19 persons) beneficially owned any shares of the
Funds common stock on July 15, 2009.
2
Listed in the table below, for each nominee,
is a brief description of the nominees experience as a director of the Fund
and as a director or trustee of other funds, as well as other recent professional
experience.
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Term of
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Position(s)
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office* and
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Number
of portfolios
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held with
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length of
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Principal occupation(s)
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in Fund complex
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Other directorships
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Name, address, and age
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Fund
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time served
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during
past 5 years
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overseen
by nominee
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held by
nominee
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Interested
director:
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Meyer Feldberg; 67
Morgan Stanley
1585 Broadway
36th Floor
New York, NY 10036
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Director
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Since 1998
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Professor
Feldberg is a Dean Emeritus and Professor of Leadership and Ethics at Columbia Business
School, although on an extended leave of absence. He is also a senior advisor to
Morgan Stanley (financial services) (since March 2005). Professor Feldberg also
serves as President of New York City Global Partners (an organization located in
part of the Office of the Mayor of the City of New York that promotes interaction
with other cities around the world) (since May 2007). Prior to July 2004, he was
Dean and Professor of Leadership and Ethics of the Graduate School of Business at
Columbia University (since 1989).
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Professor
Feldberg is a director or trustee of 29 investment companies (consisting of 61 portfolios)
for which UBS Global AM or one of its affiliates serves as investment advisor, sub-advisor
or manager.
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Professor
Feldberg is also a director of Primedia Inc. (publishing), Macys, Inc. (operator
of department stores), Revlon, Inc. (cosmetics), SAPPI, Ltd. (producer of paper)
and the New York City Ballet.
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Independent
directors:
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Richard Q.
Armstrong; 74
c/o Willkie Farr &
Gallagher LLP
787 Seventh Avenue
New
York, NY
10019-6099
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Director and
Chairman of the Board of Directors
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Since 1998
(Director); Since 2004 (Chairman of the Board of Directors)
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Mr. Armstrong
is chairman and principal of R.Q.A. Enterprises (management consulting firm) (since
April 1991 and principal occupation since March 1995).
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Mr. Armstrong
is a director or trustee of 17 investment companies (consisting of 49 portfolios)
for which UBS Global AM or one of its affiliates serves as investment advisor, sub-advisor
or manager.
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None
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3
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Term of
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Position(s)
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office* and
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Number
of portfolios
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held with
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length
of
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Principal
occupation(s)
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in Fund
complex
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Other directorships
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Name, address,
and age
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Fund
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time served
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during past 5 years
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overseen
by nominee
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held by
nominee
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Alan S. Bernikow;
68
207 Benedict Ave.
Staten Island, NY 10314
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Director
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Since 2006
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Mr. Bernikow
is retired. He was a consultant on non-management matters for the firm of Deloitte
& Touche (international accounting and consulting firm) (from 2003 until
2007). Previously, he was deputy chief executive officer at Deloitte & Touche.
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Mr. Bernikow
is a director or trustee of 17 investment companies (consisting of 49 portfolios)
for which UBS Global AM or one of its affiliates serves as investment advisor, sub-advisor
or manager.
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Mr. Bernikow
is also a director of Revlon, Inc. (cosmetics) (and serves as the chair of its audit
committee and as a member of its nominating and corporate governance committee),
a director of Mack-Cali Realty Corporation (real estate investment trust) (and serves
as the chair of its audit committee) and a director of the Casual Male Retail Group,
Inc. (menswear) (and serves as a member of its audit committee and nominating and
corporate governance committees).
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Richard R.
Burt; 62
McLarty Associates
900 17th Street N.W. Washington, D.C. 20006
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Director
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Since 1998
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Mr. Burt is
a senior advisor to McLarty Associates (a consulting firm) (since April 2007) and
chairman of IEP Advisors (international investments and consulting firm). Prior
to April 2007, he was chairman of Diligence Inc. (international information and
risk firm).
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Mr. Burt is
a director or trustee of 17 investment companies (consisting of 49 portfolios) for
which UBS Global AM or one of its affiliates serves as investment advisor, sub-advisor
or manager.
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Mr. Burt is
also a director of The Central European Fund, Inc., The Germany Fund, Inc., The
New Germany Fund, Inc., IGT, Inc. (provides technology to gaming and wagering industry).
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Bernard H.
Garil; 69
6754 Casa Grande Way
Delray Beach, FL
33446
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Director
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Since 2006
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Mr. Garil
is retired (since 2001). He was a managing director at PIMCO Advisory Services (from
1999 to 2001) where he served as president of closed-end funds and vice-president
of the variable insurance product funds advised by OpCap Advisors (until 2001).
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Mr. Garil
is a director or trustee of 17 investment companies (consisting of 49 portfolios)
for which UBS Global AM or one of its affiliates serves as investment advisor, sub-advisor or manager.
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Mr. Garil
is also a director of OFI Trust Company (commercial trust company) and a trustee
for the Brooklyn College Foundation, Inc. (charitable foundation).
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4
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Term of
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Position(s)
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office* and
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Number of portfolios
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held with
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length of
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Principal occupation(s)
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in Fund complex
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Other directorships
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Name, address, and age
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Fund
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time served
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during past 5 years
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overseen
by nominee
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held by
nominee
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Heather R.
Higgins; 49
255 E. 49th St., Suite 23D
New York, NY 10017
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Director
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Since 2006
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Ms. Higgins
is the president and director of The Randolph Foundation (charitable foundation)
(since 1991). Ms. Higgins also serves on the boards of several non-profit charitable
groups, including the Independent Womens Forum (chairman) and the Philanthropy
Roundtable (vice chairman). She also serves on the board of the Hoover Institution
(from 2001 to 2007 and since January 2009).
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Ms. Higgins
is a director or trustee of 17 investment companies (consisting of 49 portfolios)
for which UBS Global AM or one of its affiliates serves as investment advisor, sub-advisor
or manager.
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None
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*
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Each director
holds office until the next annual meeting of shareholders and until his or her
successor is elected and qualified, or until he or she resigns or is otherwise removed.
Each director who has attained the age of seventy-five (75) years will be subject
to retirement on the last day of the month in which he or she attains such age,
unless the board, including a majority of its Independent Directors, determines
to grant a waiver of the retirement policy with respect to a specified individual
for a set period of time. The retirement policy has been waived with respect to
Mr. Armstrong, the chairman of the board of directors, until 2011.
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Professor
Feldberg is deemed an interested person of the Fund as defined in the
1940 Act because he is a senior advisor to Morgan Stanley, a financial services
firm with which the Fund may conduct transactions.
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5
Information about nominee beneficial ownership
of fund shares
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Dollar
range
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Aggregate
dollar range of equity securities in all
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of equity
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registered
investment companies overseen by nominee
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securities
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for which
UBS Global AM or an affiliate serves as
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Nominee
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in Fund
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investment
advisor, sub-advisor or manager
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Interested
director:
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Meyer Feldberg
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None
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Over $100,000
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Independent
directors:
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Richard Q. Armstrong
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None
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Over $100,000
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Alan S. Bernikow
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None
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$50,001 - $100,000
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Richard R.
Burt
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None
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$50,001 - $100,000
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Bernard H.
Garil
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None
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Over $100,000
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Heather R.
Higgins
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None
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$50,001 - $100,000
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Information
regarding ownership of shares of the Fund is as of July 20, 2009; information regarding ownership of shares in all registered investment
companies overseen by nominee for which UBS Global AM or an affiliate serves as
investment advisor, sub-advisor or manager is as of April 30, 2009.
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It is the Boards policy that each
member invest the equivalent of a minimum of one years Board members
fees (consisting for this purpose of the annual retainer fee and fees for attending
regularly scheduled in-person board meetings), in the aggregate, before changes
in market value, in the funds in the New York fund complex. Such investments by
a Board member may be dispersed across a number of funds, and may not necessarily
be made in any one particular fund.
As of December 31, 2008, the Independent
Directors or their immediate family members did not own any securities issued by
UBS Global AM or any company controlling, controlled by or under common control
with UBS Global AM.
The board of directors of the Fund met nine times
during the fiscal year ended May 31, 2009. Each director attended 75% or more of
the board meetings during the last fiscal year. The Funds directors are not
required to attend the Funds annual meetings, and no directors attended the
annual meeting of shareholders in 2008.
The board has established an Audit Committee
that acts pursuant to a written charter (Audit Committee Charter) and
is responsible for, among other things, (i) overseeing the scope of the Funds
audit, (ii) overseeing the Funds accounting and financial reporting policies,
practices and internal controls; and (iii) approving, and recommending to the board
for ratification, the selection, appointment, retention or termination of the Funds independent registered public accounting firm, as well as determining the
compensation thereof. The Audit Committee Charter is available on UBS Global AMs Web site at http://www.ubs.com/1/e/globalam/Americas/globalamus/globalamusii/ii_closed
end_funds.html, and a copy of the charter is attached as Exhibit A. In furtherance
of its duties, the Audit Committee also is responsible for, among other things:
receiving reports from the Funds independent registered public accounting
firm regarding its independence and discussing any disclosed relationships or services
that may diminish the objectivity and independence of the independent registered
public accounting firm; inquiring of UBS Global AM and the Funds independent
registered public accounting firm as to the Funds qualification under Subchapter
M of the Internal Revenue Code and the amounts distributed and reported to shareholders;
and reviewing with the independent registered public accounting firm
6
any problems or difficulties the independent
registered public accounting firm may have encountered during the conduct of the audit.
Although the Audit Committee has the responsibilities
set forth in its Audit Committee Charter and described above, it is not responsible
for planning or conducting the Funds audit or determining whether the Funds financial statements are complete and accurate and are in accordance with
US generally accepted accounting principles. In fulfilling their responsibilities
under the Funds Audit Committee Charter, it is recognized that (i) the members
of the Audit Committee are not full-time employees of the Fund; (ii) it is not the
duty or the responsibility of the Audit Committee or its members to conduct field
work or any other types of auditing and accounting reviews or procedures or
to set auditor independence standards; and (iii) each member of the Audit Committee
shall be entitled to rely on: (a) the integrity of those persons within or outside
of the Fund from whom he or she receives information; (b) the accuracy of the financial
and other information provided to the Committee absent actual knowledge to the contrary
(which shall be promptly reported to the Board); and (c) statements made by the
officers and employees of the Fund, UBS Global AM or other third parties as to any
information technology, internal audit and other non-audit services provided by
the independent registered public accounting firm to the Fund. The review of the
Funds financial statements by the Funds Audit Committee is not of the
same quality as the audit performed by the independent registered public accounting
firm.
None of the members of the Audit Committee
has any relationship to the Fund that may interfere with the exercise of his or
her independence from management or the Fund, and each is independent as defined
under the listing standards of the New York Stock Exchange (NYSE)
applicable to closed-end funds. Each member of the Funds Audit Committee is
also a member of a similar committee established by the boards of certain other
investment companies for which UBS Global AM or an affiliate serves as investment
advisor, sub-advisor or manager. The Audit Committee met seven times during the fiscal
year ended May 31, 2009, and each member attended 75% or more of those meetings.
The Funds Audit Committee has: (a)
reviewed and discussed the Funds audited financial statements with management;
(b) discussed with the independent registered public accounting firm the matters
required to be discussed by Statement on Auditing Standards No. 61, as amended,
as adopted by the Public Company Accounting Oversight Board (PCAOB)
in Rule 3200T; (c) received written disclosures and the letter from the independent
registered public accounting firm required by Independence Standards Board Standard
No. 1, as adopted by the PCAOB in Rule 3600T, and has discussed with the independent
registered public accounting firm its independence; and (d) based upon its review
of the above, recommended to the board that the Funds audited financial statements
be included in the Funds annual report to shareholders for the fiscal year
ended May 31, 2009. The members of the Audit Committee are Richard Q. Armstrong,
Alan S. Bernikow, Richard R. Burt, Bernard H. Garil and Heather R. Higgins. In addition
to serving on the Audit Committee, Mr. Bernikow currently serves as a member of
the audit committees of at least three other public companies not affiliated with the UBS Global AM fund complex. The board has determined
that Mr. Bernikows simultaneous service on the audit committees of these other
public companies does not impair his ability to effectively serve on the Audit Committee.
The board has also established a Nominating
and Corporate Governance Committee that acts pursuant to a written charter (Nominating
and Corporate Governance Committee Charter). The Nominating and Corporate
Governance Committee is responsible for, among other things, identifying, selecting,
7
evaluating and recommending to the board
candidates to be nominated as additional Independent Directors of the board; making
recommendations to the board with respect to compensation of board and committee
members; overseeing an annual evaluation of the board and its committees; reporting
on such evaluation to the board; and performing such other governance functions
as the board may from time to time delegate to the Nominating and Corporate Governance
Committee. A copy of the Nominating and Corporate Governance Committee Charter is
not available on UBS Global AMs Web site, but a copy of the Nominating and
Corporate Governance Committee Charter is attached as Exhibit B. The Nominating
and Corporate Governance Committee currently consists of Messrs. Burt and Garil
and Ms. Higgins, none of whom is an interested person for purposes of
the 1940 Act, and all of whom are independent as defined under listing standards
of the NYSE applicable to closed-end funds. The Nominating and Corporate Governance
Committee met three times during the fiscal year ended May 31, 2009, and each member
attended those meetings.
In nominating candidates, the Nominating
and Corporate Governance Committee believes that no specific qualifications or disqualifications
are controlling or paramount, or that specific qualities or skills are necessary
for each candidate to possess. In identifying and evaluating nominees for director,
the Nominating and Corporate Governance Committee takes into consideration such
factors as it deems appropriate. These factors may include: (i) whether or not the
person is an interested person as defined in the 1940 Act, meets the
independence and experience requirements of the NYSE applicable to closed-end funds
and is otherwise qualified under applicable laws and regulations to serve as a member
of the board; (ii) whether or not the person has any relationships that might impair
his or her independence, such as any business, financial or family relationships
with Fund management, the investment advisor and/or sub-advisors of the Fund, Fund
service providers or their affiliates; (iii) whether or not the person is willing
to serve, and willing and able to commit the time necessary for the performance
of the duties of a board member; (iv) the persons judgment, skill, diversity
and experience with investment companies and other organizations of comparable purpose,
complexity and size and subject to similar legal restrictions and oversight; (v)
the interplay of the candidates experience with the experience of other board
members; and (vi) the extent to which the candidate would be a desirable addition
to the board and any committees thereof.
The Nominating and Corporate Governance
Committee will consider nominees recommended by shareholders if a vacancy occurs.
In order to recommend a nominee, a shareholder should send a letter to the chairperson
of the Nominating and Corporate Governance Committee, Mr. Richard Burt, care of
the Secretary of the Fund at UBS Global Asset Management (Americas) Inc., UBS Tower,
One North Wacker Drive, Chicago, IL 60606 and indicate on the envelope Nominating
and Corporate Governance Committee. The shareholders letter should state
the nominees name and should include the nominees
resumé
or
curriculum vitae
, and must be accompanied by a written consent of the individual
to stand for election if nominated by the board and to serve if elected by shareholders.
The board does not have a standing compensation committee. Shareholders can send
other communications to the board care of its Chairman at the following address:
Mr. Richard Q. ArmstrongUBS Funds, c/o Willkie Farr & Gallagher
LLP, 787 Seventh Avenue, New York, NY 10019.
Each Independent Director receives, in the
aggregate from the UBS Global AM funds of which he or she is a director, an annual
retainer of $100,000 and a $15,000 fee for each regular joint board meeting of the
boards of those funds (and each in person special joint board meeting of the boards
of those funds) actually attended. Independent Directors who participate in previously
scheduled in-person joint meetings
8
of the boards of the UBS Global AM funds
by telephone to accommodate other business obligations are paid $2,000 for such
meetings. Independent Directors who participate in previously scheduled in-person
joint meetings of the boards of the UBS Global AM funds by telephone because of
illness or other unavoidable circumstances are paid the full meeting fee. Each Independent
Director receives from the relevant fund $2,000 for each special in-person meeting
(not held as a joint meeting) of the board of that fund actually attended
where a funds board must meet separately from the regularly scheduled joint
board meetings. Independent Directors who participate in scheduled telephonic meetings
of the board(s) of one or more funds are paid $1,000 for each such meeting actually
attended.
The chairman of the boards receives annually
an additional $50,000; the chairperson of the Audit Committee receives annually
an additional $35,000; and the chairperson of the Nominating and Corporate Governance
Committee receives annually an additional $25,000 provided that, if a board member
simultaneously holds more than one such position, he or she is paid only the higher
of the fees otherwise payable for these positions. Independent Directors who are
also members of the Audit Committee and/or Nominating and Corporate Governance Committee
are paid $2,000 for each such meeting actually attended, provided that such meeting
is not held in conjunction with a regularly scheduled board meeting. The foregoing
fees are allocated among all such funds (or each relevant fund in the case of a
special meeting) as follows: (i) one-half of the expense is allocated
pro rata
based on the funds relative net assets at the end of the calendar quarter
preceding the date of payment and (ii) one-half of the expense is allocated according
to the number of such funds. No officer, director or employee of UBS Global AM or
one of its affiliates presently receives any compensation from the funds for acting
as a board member or officer. All board members are reimbursed for expenses incurred
in attending meetings.
Each director who has attained the age of
seventy-five (75) years will be subject to retirement on the last day of the month
in which he or she attains such age, unless the Board, including a majority of its
Independent Directors, determines to grant a waiver of the retirement policy with
respect to a specified individual for a set period of time. The retirement policy
has been waived with respect to Mr. Armstrong, the chairman of the board of directors,
until 2011. The table below includes certain information relating to the compensation
of the Funds directors.
9
Compensation table
|
Aggregate
|
|
Total compensation
|
|
compensation
|
|
from the Fund and
|
Name of person, position
|
from the Fund*
|
|
the Fund complex**
|
|
|
|
|
Richard Q. Armstrong, director
|
$
|
4,555
|
|
|
$
|
239,150
|
|
Alan S. Bernikow,
director
|
|
4,374
|
|
|
|
223,150
|
|
Richard R.
Burt, director
|
|
4,298
|
|
|
|
214,150
|
|
Meyer Feldberg,
director
|
|
|
|
|
|
198,125
|
|
Bernard H.
Garil, director
|
|
3,995
|
|
|
|
191,150
|
|
Heather R.
Higgins, director
|
|
3,995
|
|
|
|
191,150
|
|
|
|
|
Except as
discussed below, only Independent Directors were compensated by the funds for which
UBS Global AM serves as investment advisor, sub-advisor or manager.
|
|
|
|
|
|
Professor Feldberg is an interested person of the Fund by virtue of his position as senior advisor with
Morgan Stanley, and not by reason of affiliation with UBS Global AM. He is compensated (i) by funds
for which the management, investment advisory and/or administration contract between the fund and
UBS Global AM provides that the fund may bear a portion of the compensation to a director who is not
an interested person of the fund by reason of affiliation with UBS Global AM or any of UBS Global AMs
affiliates, and (ii) otherwise by UBS Global AM. Accordingly, the compensation amounts listed above for Professor
Feldberg represent only (1) those amounts paid by other funds within the Fund Complex for which UBS
Global AM does not serve as investment advisor, sub-advisor or manager, and (2) funds within the Fund
Complex that have management, investment advisory and/or administration contracts providing that the
fund may bear a portion of his compensation. Professor Feldberg is compensated by
UBS Global AM with respect to his service on the Funds board.
|
|
|
|
*
|
|
Represents
fees paid to each director during the fiscal year ended May 31, 2009.
|
|
|
|
**
|
|
Represents
fees paid during the calendar year ended December 31, 2008 to each board member
by: (a) 17 investment companies in the case of Messrs. Armstrong, Bernikow, Burt
and Garil and Ms. Higgins; and (b) 30 investment companies in the case of Professor
Feldberg for which UBS Global AM or one of its affiliates served as investment advisor,
sub-advisor or manager. No fund within the UBS fund complex has a bonus, pension,
profit sharing or retirement plan.
|
10
Information concerning independent registered
public accounting firm
The Funds financial statements for
the fiscal year ended May 31, 2009, were audited by Ernst & Young LLP (Ernst
& Young), independent registered public accounting firm. In addition,
Ernst & Young prepares the Funds federal and state annual income tax
returns and provides certain non-audit services. The Audit Committee has considered
whether the provision of those non-audit services is compatible with maintaining
Ernst & Youngs independence. The Audit Committee of the Fund has selected
Ernst & Young as the Funds independent registered public accounting firm,
and such selection also has been approved by the Funds board for the fiscal
year ending May 31, 2010. Ernst & Young has been the Funds independent
registered public accounting firm since its inception in June 1998. Ernst &
Young has informed the Fund that it has no material direct or indirect financial
interest in the Fund.
Representatives of Ernst & Young are
not expected to be present at the meeting but have been given the opportunity to
make a statement if they so desire and will be available should any matter arise
requiring their response.
Audit fees
The aggregate audit fees billed by Ernst
& Young for professional services rendered to the Fund for the audit of each
of the last two fiscal years ended May 31, 2009 and May 31, 2008 were approximately
$56,200 and $53,500, respectively.
Fees included in the audit fees category
are those associated with the annual audits of financial statements and services
that are normally provided in connection with statutory and regulatory filings.
Audit-related fees
The aggregate audit-related fees billed
by Ernst & Young for services rendered to the Fund that are reasonably related
to the performance of the audits of the financial statements, but not reported as
audit fees, were approximately $23,523 and $3,667, respectively, in each of the
fiscal years ended May 31, 2009 and May 31, 2008.
Fees included in the audit-related fees
category are those associated with (1) the reading and providing of comments on
the 2008 and 2007 semiannual financial statements, (2) review of the consolidated
2007 and 2006 reports on the profitability of the UBS funds to UBS Global AM and
its affiliates to assist the board members in their annual advisory/administration
contract reviews and (3) agreed-upon procedures for a revolving line of credit for
the Funds fiscal year ended May 31, 2008.
With respect to Rule 2-01(c)(7)(i)(C) of Regulation S-X, there were no audit-related fees that were approved
by the Audit Committee pursuant to the de minimis exception for the fiscal years ended May 31, 2009
and May 31, 2008 on behalf of (i) the Funds service providers that relate directly to the operations and
financial reporting of the Fund, or (ii) the Fund itself. There were no audit-related fees required to be
approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X during the fiscal years indicated
above.
Tax fees
The aggregate tax fees billed by Ernst
& Young for services rendered to the Fund for each of the fiscal years ended
May 31, 2009 and May 31, 2008 were approximately $16,475 and $15,950, respectively.
Fees included in the tax fees category comprise
all services performed by professional staff in the independent accountants
tax division except those services related to the audits. This category comprises
fees for review of tax compliance, tax return preparation and excise tax calculations.
11
With respect to Rule 2-01(c)(7)(i)(C) of
Regulation S-X, there were no tax fees that were approved by the Audit Committee
pursuant to the de minimis exception for the fiscal years ended May 31, 2009 and
May 31, 2008 on behalf of (i) the Funds service providers that relate directly
to the operations and financial reporting of the Fund, or (ii) the Fund itself.
There were no tax fees required to be approved pursuant to paragraph (c)(7)(ii)
of Rule 2-01 of Regulation S-X during the fiscal years indicated above.
All other fees
For the fiscal years ended May 31, 2009
and May 31, 2008, there were no fees billed by Ernst & Young for other products and services
provided to the Fund other than the services reported above. Fees included in the all other fees category would
consist of services related to internal control reviews, strategy and other consulting,
financial information systems design and implementation, consulting on other information
systems, and other tax services unrelated to the Fund.
There were no fees billed by Ernst &
Young for the most recent fiscal year for professional services rendered for financial
information systems design and implementation services provided to the Fund, UBS
Global AM and entities that control, are controlled by or are under common control
with UBS Global AM that provide services to the Fund.
With respect to Rule 2-01(c)(7)(i)(C) of
Regulation S-X, there were no fees within this category that were required to be
approved by the Audit Committee pursuant to the de minimis exception for the fiscal
years ended May 31, 2009 and May 31, 2008 on behalf of (i) the Funds service
providers that relate directly to the operations and financial reporting of the
Fund, or (ii) the Fund itself. There were no all other fees required
to be approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X during
the fiscal years indicated above.
The Audit Committee Charter contains the
Audit Committees pre-approval policies and procedures. Reproduced below is
an excerpt from the Audit Committee Charter regarding pre-approval policies and
procedures:
The Audit Committee shall:
2. Pre-approve
(a) all audit and permissible non-audit services
1
to be provided
to the Fund and (b) all permissible non-audit services to be provided by the Funds independent auditors
|
1
|
|
The Committee
will not approve non-audit services that the Committee believes may taint the independence
of the auditors. Currently, permissible non-audit services include any professional
services (including tax services) that are not prohibited services as described
below, provided to the Fund by the independent auditors, other than those provided
to the Fund in connection with an audit or a review of the financial statements
of the Fund. Permissible non-audit services may not include: (i) bookkeeping or
other services related to the accounting records or financial statements of the
Fund; (ii) financial information systems design and implementation; (iii) appraisal
or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial
services; (v) internal audit outsourcing services; (vi) management functions or
human resources; (vii) broker or dealer, investment advisor or investment banking
services; (viii) legal services and expert services unrelated to the audit; and
(ix) any other service the Public Company Accounting Oversight Board determines,
by regulation, is impermissible.
|
|
|
(footnote continued on next page)
|
12
|
|
to UBS Global
[Asset Management (Americas) Inc. (UBS Global [AM])] and any Covered
Service Providers, if the engagement relates directly to the operations and financial
reporting of the Fund. In carrying out this responsibility, the Committee shall
seek periodically from UBS Global [AM] and from the independent auditors a list
of such audit and permissible non-audit services that can be expected to be rendered
to the Fund, UBS Global [AM] or any Covered Service Providers by the Funds
independent auditors, and an estimate of the fees sought to be paid in connection
with such services. The Committee may delegate its responsibility to pre-approve
any such audit and permissible non-audit services to a sub-committee consisting
of the Chairperson of the Committee and two other members of the Committee as the
Chairperson, from time to time, may determine and appoint, and such sub-committee
shall report to the Committee, at its next regularly scheduled meeting after the
sub-committees meeting, its decision(s). From year to year, the Committee
shall report to the Board whether this system of pre-approval has been effective
and efficient or whether this Charter should be amended to allow for pre-approval
pursuant to such policies and procedures as the Committee shall approve, including
the delegation of some or all of the Committees pre-approval responsibilities
to other persons (other than UBS Global [AM] or the Funds officers).
|
Aggregate non-audit fees
For the fiscal years ended May 31, 2009
and May 31, 2008, the aggregate non-audit fees billed by Ernst & Young of $171,998
and $224,526, respectively, included non-audit services rendered on behalf of the
Fund of $39,998 and $19,617, respectively, and non-audit services rendered on behalf
of the Funds investment advisor (not including any sub-advisor whose role
is primarily portfolio management and is subcontracted with or overseen by another
investment advisor) and any entity controlling, controlled by, or under common control
with the investment advisor that provides ongoing services to the Fund of $132,000
and $204,909, respectively.
The Audit Committee was not required to
consider whether the provision of non-audit services that were rendered to the Funds investment advisor (not including any sub-advisor whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
advisor), and any entity controlling, controlled by, or under common control with
the investment advisor that provides ongoing services to the Fund that were not
pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X was
compatible with maintaining Ernst & Youngs independence.
|
|
|
Pre-approval
by the Committee of any permissible non-audit services is not required so long as:
(i) the aggregate amount of all such permissible non-audit services provided to
the Fund, UBS Global and any service providers controlling, controlled by or under
common control with UBS Global that provide ongoing services to the Fund (Covered
Service Providers) constitutes not more than 5% of the total amount of revenues
paid to the independent auditors (during the fiscal year in which the permissible
non-audit services are provided) by (a) the Fund, (b) its investment advisor and
(c) any entity controlling, controlled by, or under common control with the investment
advisor that provides ongoing services to the Fund during the fiscal year in which
the services are provided that would have to be approved by the Committee; (ii)
the permissible non-audit services were not recognized by the Fund at the time of
the engagement to be non-audit services; and (iii) such services are promptly brought
to the attention of the Committee and approved by the Committee (or its delegate(s))
prior to the completion of the audit.
|
13
Executive officers
Officers of the Fund are appointed by the
directors and serve at the pleasure of the board. None of the Funds officers
currently receives any compensation from the Fund. The executive officers of the
Fund are:
|
|
|
|
Term of office
|
|
Principal occupation(s) during past 5 years;
|
|
|
Position(s) held
|
|
and length of
|
|
number of portfolios in Fund complex
|
Name, address, and age
|
|
with the Fund
|
|
time served
|
|
for which person serves as officer
|
|
|
|
|
|
|
|
Joseph Allessie*; 43
|
|
Vice President and Assistant Secretary
|
|
Since 2005
|
|
Mr. Allessie
is an executive director (since 2007) (prior to which he was a director) and deputy
general counsel (since 2005) at UBS Global Asset Management (US) Inc. and UBS Global
Asset Management (Americas) Inc. (collectively, UBS Global AMAmericas
region). Prior to joining UBS Global AMAmericas region, he was senior
vice president and general counsel of Kenmar Advisory Corp. (from 2004 to 2005).
Prior to that Mr. Allessie was general counsel and secretary of GAM USA Inc., GAM
Investments, GAM Services, GAM Funds, Inc. and the GAM Avalon Funds (from 1999 to
2004). Mr. Allessie is a vice president and assistant secretary of 21 investment
companies (consisting of 104 portfolios) for which UBS Global AMAmericas region
or one of its affiliates serves as investment advisor, sub-advisor or manager.
|
|
|
|
|
|
|
|
Thomas Disbrow*;
43
|
|
Vice President
and Treasurer
|
|
Since 2000
(Vice President)
Since 2004
(Treasurer)
|
|
Mr. Disbrow
is an executive director (since 2007) (prior to which he was a director) (since 2000)
and head of retail mutual fund operations and co-head of the US mutual fund treasury
administration department (since September 2006) of UBS Global AMAmericas
region. Mr. Disbrow is a vice president and treasurer and/or principal accounting
officer of 21 investment companies (consisting of 104 portfolios) for which UBS
Global AMAmericas region or one of its affiliates serves as investment advisor,
sub-advisor or manager.
|
14
|
|
|
|
Term of
office
|
|
Principal
occupation(s) during past 5 years;
|
|
|
Position(s)
held
|
|
and length
of
|
|
number
of portfolios in Fund complex
|
Name, address,
and age
|
|
with the
Fund
|
|
time served
|
|
for which
person serves as officer
|
|
|
|
|
|
|
|
Michael J. Flook*; 44
|
|
Vice President and Assistant Treasurer
|
|
Since 2006
|
|
Mr. Flook
is an associate director and a senior manager of the US mutual fund treasury administration
department of UBS Global AMAmericas region (since 2006). Prior to joining
UBS Global AMAmericas region, he was a senior manager with The Reserve (asset
management firm) from May 2005 to May 2006. Prior to that he was a senior manager
with PFPC Worldwide since October 2000. Mr. Flook is a vice president and assistant
treasurer of 21 investment companies (consisting of 104 portfolios) for which UBS
Global AMAmericas region or one of its affiliates serves as investment advisor,
sub-advisor or manager.
|
|
|
|
|
|
|
|
Mark F. Kemper**;
51
|
|
Vice President
and Secretary
|
|
Since 2004
|
|
Mr. Kemper
is a managing director (since 2006) and head of the legal department of UBS Global AMAmericas region (since 2004). He was deputy general counsel of UBS Global
AMAmericas from July 2001 to July 2004. He has been secretary of UBS Global
AMAmericas since 1999 and assistant secretary of UBS Global Asset Management
Trust Company since 1993 and secretary of UBS AM Holdings (USA) Inc. (since 2001).
Mr. Kemper is secretary of UBS Global AMAmericas region (since 2004). Mr.
Kemper is vice president and secretary of 21 investment companies (consisting of
104 portfolios) for which UBS Global AMAmericas region or one of its affiliates
serves as investment advisor, sub-advisor or manager.
|
|
|
|
|
|
|
|
Joanne M.
Kilkeary*; 41
|
|
Vice President
and Assistant Treasurer
|
|
Since 2004
|
|
Ms. Kilkeary
is a director (since March 2008) (prior to which she was an associate director)
(since 2000) and a senior manager (since 2004) of the US mutual fund treasury administration
department of UBS Global AMAmericas region. Ms. Kilkeary is a vice president
and assistant treasurer of 21 investment companies (consisting of 104 portfolios)
for which UBS Global AMAmericas region or one of its affiliates serves as
investment advisor, sub-advisor or manager.
|
15
|
|
|
|
Term of
office
|
|
Principal
occupation(s) during past 5 years;
|
|
|
Position(s)
held
|
|
and length
of
|
|
number
of portfolios in Fund complex
|
Name, address,
and age
|
|
with the
Fund
|
|
time served
|
|
for which
person serves as officer
|
|
|
|
|
|
|
|
Tammie Lee*; 38
|
|
Vice President and Assistant Secretary
|
|
Since 2005
|
|
Ms. Lee is
a director and associate general counsel of UBS Global AMAmericas region (since
2005). Prior to joining UBS Global AMAmericas region, she was vice president
and counsel at Deutsche Asset Management/Scudder Investments from 2003 to 2005.
Prior to that she was assistant vice president and counsel at Deutsche Asset Management/Scudder
Investments from 2000 to 2003. Ms. Lee is a vice president and assistant secretary
of 21 investment companies (consisting of 104 portfolios) for which UBS Global AMAmericas region or one of its affiliates serves as investment advisor, sub-advisor
or manager.
|
|
|
|
|
|
|
|
Steven J.
LeMire*; 39
|
|
Vice President
and Assistant Treasurer
|
|
Since 2007
|
|
Mr. LeMire
is a director and senior manager of the US mutual fund treasury administration department
of UBS Global AMAmericas region (since 2007). Prior to joining UBS Global
AMAmericas region, he was an independent consultant with Third River Capital,
LLC (formerly Two Rivers Capital, LLC) (from 2005 to 2007). Prior to that, he was
vice president of operations and fund administration with Oberweis Asset Management,
Inc. (from 1997 to 2005). Mr. LeMire is a vice president and assistant treasurer
of 21 investment companies (consisting of 104 portfolios) for which UBS Global AMAmericas region or one of its affiliates serves as investment advisor, sub-advisor
or manager.
|
|
|
|
|
|
|
|
Joseph McGill*;
47
|
|
Vice President
and Chief Compliance Officer
|
|
Since 2004
|
|
Mr. McGill
is managing director (since 2006) and chief compliance officer (since 2003) at UBS
Global AMAmericas region. Prior to joining UBS Global AMAmericas region,
he was assistant general counsel at J.P. Morgan Investment Management (from 1999
to 2003). Mr. McGill is a vice president and chief compliance officer of 21 investment
companies (consisting of 104 portfolios) for which UBS Global AMAmericas region
or one of its affiliates serves as investment advisor, sub-advisor or manager.
|
16
|
|
|
|
Term of
office
|
|
Principal
occupation(s) during past 5 years;
|
|
|
Position(s)
held
|
|
and length
of
|
|
number
of portfolios in Fund complex
|
Name, address,
and age
|
|
with the
Fund
|
|
time served
|
|
for which
person serves as officer
|
|
|
|
|
|
|
|
Nancy D. Osborn*; 43
|
|
Vice President and Assistant Treasurer
|
|
Since 2007
|
|
Mrs. Osborn
is an associate director and a senior manager of the US mutual fund treasury administration
department of UBS Global AMAmericas region (since 2006). Prior to joining
UBS Global AMAmericas region, she was an Assistant Vice President with Brown
Brothers Harriman since April 1996. Mrs. Osborn is a vice president and assistant
treasurer of 21 investment companies (consisting of 104 portfolios) for which UBS
Global AMAmericas region or one of its affiliates serves as investment advisor,
sub-advisor or manager.
|
|
|
|
|
|
|
|
Eric Sanders*;
43
|
|
Vice President
and Assistant Secretary
|
|
Since 2005
|
|
Mr. Sanders
is a director and associate general counsel of UBS Global AMAmericas region
(since 2005). From 1996 until June 2005, he held various positions at Fred Alger
& Company, Incorporated, the most recent being assistant vice president and
associate general counsel. Mr. Sanders is a vice president and assistant secretary
of 21 investment companies (consisting of 104 portfolios) for which UBS Global AMAmericas region or one of its affiliates serves as investment advisor, sub-advisor
or manager.
|
17
|
|
|
|
Term of
office
|
|
Principal
occupation(s) during past 5 years;
|
|
|
Position(s)
held
|
|
and length
of
|
|
number
of portfolios in Fund complex
|
Name, address,
and age
|
|
with the
Fund
|
|
time served
|
|
for which
person serves as officer
|
|
|
|
|
|
|
|
Andrew Shoup*; 52
|
|
Vice President and Chief Operating Officer
|
|
Since 2006
|
|
Mr. Shoup
is a managing director and the global head of the fund treasury administration department
of UBS Global AMAmericas region (since July 2006). Mr. Shoup is also a director
of UBS (IRL) Fund p.l.c. (since December 2008). Prior to joining UBS Global AMAmericas region, he was chief administrative officer for the Legg Mason Partners
Funds (formerly Smith Barney, Salomon Brothers, and CitiFunds mutual funds) from
November 2003 to July 2006. Prior to that, he held various positions with Citigroup
Asset Management and related companies with their domestic and offshore mutual funds
since 1993. Additionally, he has worked for another mutual fund complex as well
as spending eleven years in public accounting. Mr. Shoup is a vice president and
chief operating officer of 21 investment companies (consisting of 104 portfolios)
for which UBS Global AMAmericas region or one of its affiliates serves as
investment advisor, sub-advisor or manager.
|
|
|
|
|
|
|
|
Kai R. Sotorp**;
50
|
|
President
|
|
Since 2006
|
|
Mr. Sotorp
is the HeadAmericas for UBS Global Asset Management (since 2004); a member
of the UBS Group Managing Board (since 2003), and a member of the UBS Global Asset
Management Executive Committee (since 2001). Mr. Sotorp is a director and president
of UBS AM Holdings (USA) Inc. (since 2004). Prior to his current role, Mr. Sotorp
was head of UBS Global Asset ManagementAsia Pacific (20022004), covering
Australia, Japan, Hong Kong, Singapore and Taiwan; head of UBS Global Asset Management
(Japan) Ltd. (20012004); representative director and president of UBS Global
Asset Management (Japan) Ltd. (20002004); and member of the board of Mitsubishi
Corp.UBS Realty Inc. (20002004). Mr. Sotorp is president of 21 investment
companies (consisting of 104 portfolios) for which UBS Global Asset ManagementAmericas
region or one of its affiliates serves as investment advisor, sub-advisor or manager.
|
18
|
|
|
|
Term of
office
|
|
Principal
occupation(s) during past 5 years;
|
|
|
Position(s)
held
|
|
and length
of
|
|
number
of portfolios in Fund complex
|
Name, address,
and age
|
|
with the
Fund
|
|
time served
|
|
for which
person serves as officer
|
|
|
|
|
|
|
|
Keith A. Weller*; 47
|
|
Vice President and Assistant Secretary
|
|
Since 1998
|
|
Mr. Weller
is an executive director and senior associate general counsel of UBS Global AMAmericas
region (since 2005) and has been an attorney with affiliated entities since
1995. Mr. Weller is a vice president and assistant secretary of 21 investment companies
(consisting of 104 portfolios) for which UBS Global AMAmericas region or
one of its affiliates serves as investment advisor, sub-advisor or manager.
|
|
|
|
Officers of
the Fund are appointed by the directors and serve at the pleasure of the board.
|
|
*
|
|
This persons business address is 51 West 52nd Street, New York, New York 10019-6114.
|
|
**
|
|
This persons business address is One North Wacker Drive, Chicago, Illinois 60606.
|
19
Other information
Beneficial ownership of shares
The following information is based upon a review of public filings. As of July 20, 2009, management
knew of the following person who owned beneficially 5% or more of the common stock of the Fund:
|
|
Name and address of
|
|
Amount and nature of
|
|
|
Title of class
|
|
beneficial owner
|
|
beneficial ownership
|
|
Percent of class
|
|
|
|
|
|
|
|
Common Stock
|
|
First Trust Portfolios, L.P.;
|
|
10,096,441*
|
|
16.5%**
|
|
|
First Trust
Advisors L.P.;
|
|
|
|
|
|
|
The Charger
Corporation
|
|
|
|
|
|
|
120 East Liberty
Dr., Suite 400
|
|
|
|
|
|
|
Wheaton, Illinois
60187
|
|
|
|
|
|
*
|
|
First Trust
Portfolios L.P. is sponsor of several unit investment trusts which hold shares of
common stock of the Fund. No unit investment trust sponsored by First Trust Portfolios
L.P. holds 5% or more of the Funds common stock. First Trust Advisors L.P.
is an affiliate of First Trust Portfolios L.P. and acts as portfolio supervisor
of the unit investment trusts which hold shares of common stock of the Fund. The
Charger Corporation is the general partner of both First Trust Portfolios L.P. and
First Trust Advisors L.P.
|
|
|
|
**
|
|
First Trust Portfolios, L.P. made the filing upon which this information is based for a reporting event
occurring on December 31, 2008. Percent of class is based on the number of shares outstanding as
of July 20, 2009.
|
Section 16(a) beneficial ownership reporting
compliance
The Fund is not aware of any outstanding report required to be filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 by any board member or officer.
Shareholder proposals
Any shareholder who wishes to submit proposals to be considered at the Funds 2010 annual meeting of
shareholders should send such proposals to the Secretary of the Fund at UBS Global Asset Management
(Americas) Inc., UBS Tower, One North Wacker Drive, Chicago, IL 60606. In order to be considered at that
meeting, shareholder proposals must be received by the Fund no later than April 1, 2010. Shareholder
proposals that are submitted in a timely manner will not necessarily be included in the Funds proxy materials.
Inclusion of such proposals is subject to limitations under the federal securities laws and informational
requirements of the Funds Bylaws, as in effect from time to time.
Currency of information
Shareholders should note that information
and data provided in this proxy statement is current only as of the dates indicated.
20
Important notice regarding the availability
of proxy materials for the annual meeting of shareholders to be held on September
17, 2009
This proxy statement, along with the Funds annual report for the reporting period ended May 31, 2009, are available
free of charge on the Funds website at http://www.ubs.com/1/e/globalam/Americas/globalamus/globalamusii/ii_closed_end_funds.html.
Other business
Management knows of no business to be presented
at the meeting other than the matters set forth in this proxy statement, but should
any other matter requiring a vote of shareholders arise, the proxies will vote thereon
in their discretion.
By order of the board of directors,
Mark F. Kemper
Vice President and Secretary
July 27, 2009
It is important
that you execute and return your proxy promptly.
|
21
(This page has been left blank intentionally)
Exhibit A
Audit committee charter amended and restated
as of May 12, 2004
(with revisions through July 2008)
Establishment and purpose
This
document serves as the Charter for the Audit Committee (the Committee)
of the Board of each fund (the Fund) advised by UBS Global Asset Management
(Americas) Inc. (UBS Global) listed on Appendix A hereto (each such
Charter being a separate Charter). The primary purposes of the Committee are to
assist Board oversight of (1) the integrity of the Funds financial statements,
(2) the Funds compliance with legal and regulatory requirements, (3) the independent
auditors qualifications and independence and (4) the performance of the Funds independent auditors.
In performing its Board oversight assistance function,
the Committee will, among other things (a) oversee the scope of the Funds
audit, the quality and objectivity of the Funds financial statements, the
Funds accounting and financial reporting policies and practices and its internal
controls and, as appropriate, the internal controls of certain service providers;
(b) approve, and recommend to the Board, for ratification, the selection, appointment,
retention or termination of the Funds independent auditors, as well as determining
the compensation thereof; and (c) pre-approve all audit and non-audit services provided
to the Fund and certain other persons by such independent auditors.
Duties
and responsibilities
Audit oversight.
The Funds independent auditors are accountable to the Committee.
The Committee
shall:
1.
|
|
Approve, and
recommend to the Board for the Boards ratification, the selection, appointment,
retention or termination of the Funds independent auditors, or of any other
public accounting firm engaged for the purpose of performing other audit, review
or attest services for the Fund.
|
|
|
|
2.
|
|
Pre-approve
(a) all audit and permissible non-audit services
1
to be provided to the
Fund and (b) all permissible non-audit services to be provided by the Funds
independent auditors to UBS Global
|
|
|
|
|
1
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|
The Committee
will not approve non-audit services that the Committee believes may taint the independence
of the auditors. Currently, permissible non-audit services include any professional
services (including tax services) that are not prohibited services as described
below, provided to the Fund by the independent auditors, other than those provided
to the Fund in connection with an audit or a review of the financial statements
of the Fund. Permissible non-audit services may not include: (i) bookkeeping or
other services related to the accounting records or financial statements of the
Fund; (ii) financial information systems design and implementation; (iii) appraisal
or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial
services; (v) internal audit outsourcing services; (vi) management functions or
human resources; (vii) broker or dealer, investment advisor or investment banking
services; (viii) legal services and expert services unrelated to the audit; and
(ix) any other service the Public Company Accounting Oversight Board determines,
by regulation, is impermissible.
|
A-1
|
|
and any Covered
Service Providers, if the engagement relates directly to the operations and financial
reporting of the Fund. In carrying out this responsibility, the Committee shall
seek periodically from UBS Global and from the independent auditors a list of such
audit and permissible non-audit services that can be expected to be rendered to
the Fund, UBS Global or any Covered Service Providers by the Funds independent
auditors, and an estimate of the fees sought to be paid in connection with such
services. The Committee may delegate its responsibility to pre-approve any such
audit and permissible non-audit services to a sub-committee consisting of the Chairperson
of the Committee and two other members of the Committee as the Chairperson, from
time to time, may determine and appoint, and such sub-committee shall report to
the Committee, at its next regularly scheduled meeting after the sub-committees
meeting, its decision(s). From year to year, the Committee shall report to the Board
whether this system of pre-approval has been effective and efficient or whether
this Charter should be amended to allow for pre-approval pursuant to such policies
and procedures as the Committee shall approve, including the delegation of some
or all of the Committees pre-approval responsibilities to other persons (other
than UBS Global or the Funds officers).
|
|
|
|
3.
|
|
Discuss with
the independent auditors any disclosed relationships or services that may diminish
the objectivity and independence of the independent auditors; receive periodic reports
from the independent auditors regarding the independent auditors independence
(including receiving the independent auditors specific representations as
to independence consistent with current statements of the Independence Standards
Board); and discuss such reports with the independent auditors, and, if so determined
by the Committee, recommend that the Board take appropriate action to ensure the
independence of the independent auditors.
|
|
|
|
4.
|
|
Review, in
consultation with the independent auditors, the scope of the Funds proposed
audit each year, including the audit procedures to be utilized, and certain other
matters in connection with the Funds financial statements.
|
|
|
|
5.
|
|
Inquire of
UBS Global and the independent auditors as to the Funds qualification under
Subchapter M of the Internal Revenue Code and amounts distributed and reported to
shareholders for Federal tax purposes.
|
|
|
|
6.
|
|
[Closed-end
Funds only] Review and discuss the Funds audited annual financial statements
and unaudited semiannual reports with UBS Global and, in the case of the audited
financials, the independent auditors, including the Funds disclosure of managements discussion of Fund performance.
|
|
|
|
|
|
|
Pre-approval
by the Committee of any permissible non-audit services is not required so long as:
(i) the aggregate amount of all such permissible non-audit services provided to
the Fund, UBS Global and any service providers controlling, controlled by or under
common control with UBS Global that provide ongoing services to the Fund (Covered
Service Providers) constitutes not more than 5% of the total amount of revenues
paid to the independent auditors (during the fiscal year in which the permissible
non-audit services are provided) by (a) the Fund, (b) its investment advisor and
(c) any entity controlling, controlled by, or under common control with the investment
advisor that provides ongoing services to the Fund during the fiscal year in which
the services are provided that would have to be approved by the Committee; (ii)
the permissible non-audit services were not recognized by the Fund at the time of
the engagement to be non-audit services; and (iii) such services are promptly brought
to the attention of the Committee and approved by the Committee (or its delegate(s))
prior to the completion of the audit.
|
A-2
7.
|
|
Review with
the independent auditors any problems or difficulties the auditors may have encountered
during the conduct of the audit, relating to the conduct of the audit, including
any matters required to be discussed pursuant to Statement of Auditing Standards
No. 61, or any subsequent Statement, and managements response.
|
|
|
|
8.
|
|
Ensure that
the independent auditors submit on a periodic basis to the Committee a formal written
statement delineating all relationships of the auditors consistent with Independence
Standards Board Standard No. 1, or any subsequent Statement.
|
|
|
|
9.
|
|
Review, in
consultation, as appropriate, with the independent auditors and Fund service providers,
matters relating to internal controls and disclosure controls and procedures at
the Fund and at the Funds service providers.
|
|
|
|
10.
|
|
Request, receive
and/or review from the independent auditors such other materials as deemed necessary
or advisable by the Committee in the exercise of its duties under this charter;
such materials may include, without limitation, any other material written communications
bearing on the Funds financial statements, or internal or disclosure controls,
between the independent auditors and the Fund, UBS Global, the Funds sub-advisor(s),
if any, or other Fund service providers, such as any management letter or schedule
of unadjusted differences, and any comment or deficiency letter received
from a regulatory or self-regulatory organization addressed to the Fund, UBS Global
or the Funds sub-advisor(s), if any, that relates to services rendered to
the Fund.
|
|
|
|
11.
|
|
Establish
procedures for the receipt, retention and treatment of complaints that the Fund
may receive regarding Fund accounting, internal accounting controls or auditing
matters, including procedures (set forth on Appendix C hereto) for the confidential,
anonymous submission by Fund officers or employees and the Funds investment
advisor (including sub-advisors, if any), administrator(s), principal underwriter
or any other provider of accounting-related services for the Fund of concerns regarding
questionable accounting or auditing matters related to the Fund.
|
|
|
|
12.
|
|
Request that
the independent auditors report to the Committee on any unusual items or matters
discovered during the course of any semi-annual or other reviews.
|
|
|
|
13.
|
|
[Closed-end
Funds only] Consider and, if appropriate, recommend the publication of the Funds annual audited financial statements in the Funds annual report in advance
of the printing and publication of the annual report, based on its review and discussions
of such annual report with the independent auditors, the Funds officers and
UBS Global; and prepare the audit committee report required to be included in the
Funds proxy statement for its annual meeting of shareholders.
|
|
|
|
14.
|
|
[Closed-end
Funds only] At least annually, obtain and review a report by the Funds independent
auditors describing (i) the independent auditors internal quality-control
procedures; (ii) any material issues raised by the most recent internal quality-control
review, or peer review, of the independent auditors, or by any inquiry or investigation
by governmental or professional authorities, within the preceding five years, respecting
one or more independent audits carried out by the independent auditors, and any
steps taken to deal with such issues; and (iii) (to assess the independent auditors independence) all relationships between the independent auditor and the Fund.
|
|
|
|
15.
|
|
[Closed-end
Funds only] Discuss in general the Funds periodic earnings releases, as well
as any financial information and earnings guidance provided to analysts and rating
agencies.
|
A-3
16.
|
|
[Closed-end
Funds only] Discuss policies with respect to risk assessment and risk management.
|
|
|
|
17.
|
|
[Closed-end
Funds only] Review hiring policies of UBS Global and the Fund, if any, for employees
and former employees of the Funds independent auditors.
|
|
|
|
18.
|
|
[Closed-end
Funds only] Prepare an annual performance evaluation of the Committee for the Boards review.
|
|
|
|
19.
|
|
Review and
reassess the adequacy of this Charter annually and recommend any proposed changes
to the Board for approval.
|
In performing its duties, the Committee
shall be provided by UBS Global, the Funds sub-advisor(s), if any, or the
Fund, as applicable, with such information, data and services as the Committee shall
request to discharge its duties and responsibilities, shall consult as it deems
appropriate with the members of the Board, officers and employees of the Fund, UBS
Global, the Funds sub-advisor(s), if any, the Funds counsel and the
Funds other service providers and, as it determines necessary to carry out
its duties and at the Funds expense, may engage outside advisors and consultants.
In carrying out its functions, the Committee shall meet separately, periodically,
with management and with the Funds independent auditors. The Fund shall provide
appropriate funding for the Committee to carry out its duties and responsibilities.
Composition
The Committee shall have a minimum of three members and
shall be composed of a number of Board members, each of whom has been determined
not to be an interested person, as that term is defined in Section 2(a)(19)
of the Investment Company Act of 1940, as amended (1940 Act), of the
Fund (the Independent Board Members), as the Board shall determine from
time to time. Each member of the Committee must also meet the independence and experience
requirements as set forth in Sections 303A.07(a) and 303.01(b)(2)(a) of the New
York Stock Exchanges Listed Company Manual, in each case as applicable to
closed-end Funds. The Committee shall elect a chairperson, who shall preside over
Committee meetings (the Chairperson). The Chairperson shall serve for
a term of three years, which term may be renewed from time to time.
2
In addition, the Board shall use its best efforts to ensure that at least one member
of the Committee is an audit committee financial expert, as determined
under the rules of the Securities and Exchange Commission. Appendix B sets forth
the audit committee financial expert requirements as of the date of this amended
and restated Charter. In the event that the Committee does not have at least one
such audit committee financial expert, the nominating committee of the Board shall
endeavor to identify and recommend to the Board a candidate that meets such requirements
or, in the event the Board does not, at such time, have a nominating committee,
the Board shall designate the Independent Board Members as a committee to identify
and recommend to the Board a candidate that meets such requirements.
For those
Funds listed on the NYSE, no member of the Committee may serve on the audit committees
of more than three public companies, including all Funds managed by UBS Global (deemed
for these purposes to be a single public company), unless the Board determines that
such simultaneous service would not impair the ability of such member to serve on
the Committee effectively.
|
2
|
|
In the case
of a newly-organized UBS fund, the Chairpersons term will be coterminous with
those of the other UBS funds listed on Schedule A, even if such term is shorter
than three years.
|
A-4
Meetings
The Committee shall meet
on a regular basis, but not less frequently than twice a year. Special meetings
may also be held upon reasonable notice to the members of the Committee. An agenda
shall be established for each meeting. Additional meetings shall be called as circumstances
require. The Committee may request any officer or employee of the Fund, the Funds counsel, UBS Global, the Funds sub-advisor(s), if any, the Funds
independent auditors or other interested persons to attend a meeting of the Committee
or to meet with any members of, or consultants to, the Committee. The Committee
will meet with the Funds independent auditors at least once a year outside
the presence of the Funds officers and other parties. The Committee may, in
its discretion, also meet outside the presence of the Funds officers and other
parties at other times. Meetings of the Committee may be held in person, by telephone
or by other appropriate means.
One-third of the Committees members shall
constitute a quorum. At any meeting of the Committee, the decision of a majority
of the members present and voting shall be determinative as to any matter submitted
to a vote.
Reporting
The Chairperson shall report to the Board on the
result of its deliberations and make such recommendations as deemed appropriate.
Limits on role of committee
While the Committee has the duties and
responsibilities set forth in this Charter, the Committee is not responsible for
planning or conducting the Funds audit or for determining whether the Funds financial statements are complete and accurate and are in accordance with
generally accepted accounting principles. In fulfilling their responsibilities hereunder,
it is recognized that the members of the Committee are not full-time employees of
the Fund, it is not the duty or the responsibility of the Committee or its members
to conduct field work or other types of auditing or accounting reviews
or procedures or to set auditor independence standards, and each member of the Committee
shall be entitled to rely on (a) the integrity of those persons within and outside
the Fund from which it receives information; (b) the accuracy of the financial and
other information provided to the Committee absent actual knowledge to the contrary
(which shall be promptly reported to the Board); and (c) statements made by the
officers and employees of the Fund, UBS Global or other third parties as to any
information technology, internal audit and other non-audit services provided by
the independent auditors to the Fund. The review of the Funds financial statements
by the Committee is not of the same quality as the audit performed by the independent
auditors.
In carrying out its responsibilities, the Committees policies
and procedures shall be adapted, as appropriate, in order to best react to a changing
environment.
Amendments
This Charter may be amended by a vote of a
majority of the Board members.
A-5
Appendix A
UBS Managed Municipal Trust
UBS Series Trust
UBS Investment Trust
UBS Index Trust
UBS Municipal Money Market Series
UBS Money
Series
UBS PACE Select Advisors Trust
UBS Cashfund Inc.
UBS RMA Money Fund Inc.
UBS RMA Tax-Free Fund Inc.
UBS Master Series, Inc.
Master Trust
*Strategic Global
Income Fund, Inc.
*Global High Income Fund Inc.
*Investment Grade Municipal Income
Fund Inc.
*Insured Municipal Income Fund Inc.
*Managed High Yield Plus Fund Inc.
|
*
|
|
Closed-end Funds. The duties
and responsibilities of any provision applicable exclusively to closed-end funds
apply to these funds only.
|
A-6
Appendix B
Audit committee financial expert requirements
An audit committee financial expert is a person who has the following attributes:
an understanding of generally
accepted accounting principles and financial statements;
the ability to assess
the general application of such principles in connection with the accounting for
estimates, accruals and reserves;
experience preparing, auditing, analyzing or
evaluating financial statements that present a breadth and level of complexity of
accounting issues that are generally comparable to the breadth and complexity of
issues that can reasonably be expected to be raised by the registrants financial
statements, or experience actively supervising one or more persons engaged in such
activities;
an understanding of internal controls and procedures for financial
reporting; and
an understanding of audit committee functions.
A person must
have acquired such attributes through one or more of the following:
education
and experience as a principal financial officer, principal accounting officer, controller,
public accountant or auditor or experience in one or more positions that involve
the performance of similar functions;
experience actively supervising a principal
financial officer, principal accounting officer, controller, public accountant,
auditor or person performing similar functions;
experience overseeing or assessing
the performance of companies or public accountants with respect to the preparation,
auditing or evaluation of financial statements; or
other relevant experience.
A-7
Appendix C
Policies of the audit committee regarding concerns or complaints relating to
accounting, internal accounting controls or auditing matters or other matters
relating to the operations of the Fund
Introduction
The following policies
are adopted by the Board of each fund (Fund) advised by UBS Global Asset
Management (Americas) Inc. (UBS Global AM) listed on Appendix A to the
Funds Audit Committee Charter (Charter).
These policies shall
constitute an amendment to, and a part of, the Charter and shall be designated as
Appendix C to the Charter. These policies constitute the procedures to be established
pursuant to Item 11 of Duties and ResponsibilitiesAudit Oversight
in the Charter; however, the Board has decided to extend the benefit of these policies
to all Funds, not just those exchange-listed Funds that are required to establish
such procedures pursuant to Section 301 of the Sarbanes-Oxley Act and Rule 303A
of the New York Stock Exchange Inc. Listed Company Manual.
These policies establish
(1) procedures for the receipt, retention and treatment of complaints received by
the Fund (including Fund officers) regarding accounting, internal accounting controls
or auditing matters or other matters relating to the operations of the Fund, (2)
procedures for the confidential, anonymous submission of concerns regarding questionable
accounting or auditing matters by employees of the investment advisor (and sub-advisor,
if applicable), administrator (and sub-administrator, if applicable), principal
underwriter (if any), or any other provider of accounting related services for the
Fund (each a Service Provider) and (3) protections for such persons
bringing complaints or concerns to the attention of the Boards Audit Committee
(the Committee).
Reporting
It is expected that all board
members and officers, as well as employees of each Service Provider, will report
promptly any concerns or complaints regarding accounting, internal accounting controls
or auditing matters or other matters relating to the operations of the Fund. Employees
of Service Providers (including Fund officers) should first consider exhausting
any internal reporting mechanisms at their firm before directly contacting the Chairperson
of the Committee (or in the event of a potential conflict involving such person,
any other member of the Committee). If such a person does not receive a satisfactory
response within a reasonable period of time, or if he or she believes that utilizing
internal reporting mechanisms would be futile or otherwise undesirable, he or she
should (1) in the case of Service Providers under the supervision of UBS Global
AM (e.g., State Street Bank and Trust or PNC Global Investment Servicing Inc.),
contact UBS Global AM via the ethics hotline and/or mailbox referenced
below (unless such person believes that using such ethics hotline and/or
mailbox would be futile or otherwise undesirable, in which case he or she should
report concerns as directed in the remainder of this sentence); or (2) in the case
of all other persons, contact the Chairperson of the Committee directly (or in the
event of a potential conflict involving such person, any other member of the Committee).
The Committee requests that each Service Provider promptly inform it of complaints
or concerns received from its employees pursuant to these or any similar policies
it may have if such complaints or concerns
A-8
are reasonably believed to relate to accounting,
internal accounting controls or auditing matters or other matters relating to the
operations of the Fund.
The Committee directs UBS Global AM to communicate these
policies to its primary contact(s) at each other Service Provider. Each Service
Provider, including UBS Global AM, shall be directed to make these methods by which
complaints or concerns can be communicated known to its employees who are primarily
involved in accounting, internal accounting controls or auditing matters or other
matters relating to the operations of the Fund that could reasonably be expected
to impact the Fund. If any Service Provider refuses such request, UBS Global AM
shall notify the Committee of the Service Providers reasons for non-cooperation,
and the Committee shall recommend to the Board such actions as it believes appropriate.
Non retaliation
The Fund prohibits any form of retaliation being taken
against any board member or officer, and shall request that each Service Provider
not take any form of retaliation against its employees, as a result of such person
lawfully engaging in any of the following Covered Activities:
1.
|
|
reporting
concerns or complaints regarding accounting, internal accounting controls or auditing
matters or other matters relating to the operations of the Fund; or
|
|
|
|
2.
|
|
assisting
in an internal or external investigation conducted by the Fund or a Service Provider
regarding such concerns or complaints; or
|
|
|
|
3.
|
|
filing, testifying,
participating or otherwise assisting in a criminal or regulatory proceeding relating
to the Fund or a Service Provider.
|
To the extent possible, the Board shall
seek assurances from Service Providers that they shall not discharge, demote, suspend,
threaten, harass, or in any other manner discriminate against an employee in the
terms and conditions of his or her employment because such employee has made a report
of a concern or complaint or engaged in any other Covered Activities under these
policies. In addition, the Board shall seek assurances from Service Providers that
they shall not knowingly, with the intent to retaliate, take any action harmful
to any employee, including interference with the lawful employment or livelihood
of any person, for providing to a law enforcement officer any truthful information
relating to the commission or possible commission of any crime.
Confidentiality
Reasonable efforts will be made to keep a reporting persons identity
confidential. In certain circumstances, however, it may be possible that in the
course of the investigation, facts must be disclosed that would require the identity
of the reporting person to be disclosed. Accordingly, in such circumstances, it
is not possible to give a blanket guarantee of confidentiality. However, the Committee
shall take all reasonable steps (and ask its Service Providers to make reasonable
efforts) to attempt to safeguard the submission of information on a confidential
basis.
A Fund Person or Service Provider employee may submit information anonymously
to the Committee through a letter addressed directly to the Chairman of the Committee
(or in the event of a potential conflict involving such person, to any other member
of the Committee) at the Chairmans (or other Committee members) address
as specified in the Funds Annual Report to Shareholders. The Committee recognizes
that certain Service Providers have established their own procedures for the confidential,
A-9
anonymous receipt of concerns or complaints
and requests that Service Providers promptly report to the Committee any concerns
or complaints relating to the matters discussed herein.
Ethics hotline &
mailbox
Where circumstances preclude the use of conventional channels, UBS
Global AM has established an ethics hotline and a physical mailbox to facilitate
the confidential, anonymous submission of concerns regarding potential legal/regulatory
violations and questionable accounting or auditing matters or other matters relating
to the operations of a Fund or other ethical dilemmas. The hotline is available
for leaving a voicemail message 24-hours a day, seven days a week. In order to protect
confidentiality, only the UBS Global AM General Counsel and Chief Compliance Officer
will be authorized to retrieve messages. Please utilize the hotline and the mailbox
only for this stated purpose. The ethics hotline number is 877-882 9373. Written
submissions should be addressed to: UBS Global Asset Management (Americas) Inc.,
Attn: Chief Compliance Officer, 51 West 52nd Street, New York, NY 10019-6114.
Breach of this policy
Retaliatory conduct which amounts to a breach of
this policy could result in criminal or regulatory sanctions or civil liability
or have an adverse effect on the Funds or a Service Providers reputation.
As a result, a breach of this policy may constitute gross misconduct and may result
in disciplinary action up to and including dismissal from service as a board member
or officer, or with respect to a Service Provider, the Boards decision to
terminate any Fund contracts or other relationships with the Service Provider.
Retention and treatment of information regarding concerns and complaints
The Committee minutes shall reflect the receipt, retention and treatment of information
received pursuant to this policy. The Committee shall have the power to obtain the
resources it deems necessary and appropriate to investigate any information regarding
such concerns or complaints, including obtaining the assistance of special counsel,
auditors or other advisors or consultants to assist it in carrying out its responsibilities.
(May 2004, with revisions through July 2008)
A-10
Exihibit B
Nominating and corporate governance committee charter amended and restated as of July 16, 2008
Establishment and purpose
This document serves as the Charter for the Nominating and Corporate Governance
Committee (the Committee) of the Board of each fund (the Fund) advised by UBS Global Asset Management (Americas) Inc. listed on Appendix
A hereto (each such Charter being a separate Charter). The primary purposes of the
Committee are to (a) identify individuals qualified to serve as members of the Board
of Directors/Trustees (the Board) of each Fund; (b) make recommendations
to the Board on the composition of the Board; (c) recommend committee assignments
and responsibilities to the Board; (d) make recommendations to the Board regarding
corporate governance matters and responsibilities; and (e) periodically assess the
functioning of the Board and its committees (including the Committee).
Composition
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1.
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The Committee
shall consist of three or more Board members who are not interested persons of the Fund, as that term is defined in Section 2(a)(19) of the Investment
Company Act of 1940, as amended (1940 Act), of the Fund (the Independent
Board Members). Each member of the Committee must also meet the independence
and experience requirements applicable to closed-end funds as they may be adopted
and modified from time to time by the New York Stock Exchange (the NYSE).
Each Committee member shall serve until a successor to such member is duly elected
or qualified or until such members resignation or removal from the Board or
the Committee.
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2.
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The Committee
shall elect a chairperson (the Chairperson) of the Committee, who shall
preside over Committee meetings.
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3.
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The compensation
of the Chairperson and the Committee members shall be as determined by the Board.
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Nomination and appointment policy
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1.
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The Committee
believes that it is in the best interests of the Fund and its shareholders to obtain
highly-qualified candidates to serve as members of the Board.
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2.
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In nominating
candidates, the Committee believes that no specific qualifications or disqualifications
are controlling or paramount, or that specific qualities or skills are necessary
for each candidate to possess. The Committee shall take into consideration such
factors as it deems appropriate. These factors may include:
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whether or
not the person is an interested person as defined in the 1940 Act, meets
the independence and experience requirements of the NYSE cited above and is otherwise
qualified under applicable laws and regulations to serve as a member of the Board;
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whether or
not the person has any relationships that might impair his or her independence,
such as any business, financial or family relationships with Fund management, the
investment advisor and/or sub-advisors of the Fund, Fund service providers or their
affiliates;
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B-1
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whether or
not the person is willing to serve, and willing and able to commit the time necessary
for the performance of the duties of a Board member;
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the persons judgment, skill, diversity and experience with investment companies and other
organizations of comparable purpose, complexity and size and subject to similar
legal restrictions and oversight,
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the interplay
of the candidates experience with the experience of other Board members; and
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the extent
to which the candidate would be a desirable addition to the Board and any committees
thereof.
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3.
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While the
Committee is solely responsible for the selection and recommendation to the Board
of Board candidates, the Committee will consider nominees recommended by Fund shareholders
if a vacancy occurs among those Board members who are Independent Board Members.
Such recommendations shall be directed to the Secretary of the Fund at such address
as is set forth in the Funds disclosure documents. The shareholders
letter should state the nominees name and should include the nominees
resume or curriculum vitae, and must be accompanied by a written consent of the
individual to stand for election if nominated for the Board and to serve if elected
by shareholders. The Committee may also seek such additional information about the
nominee as it considers appropriate, including information relating to such nominee
that is required to be disclosed in solicitations or proxies for the election of
Board members.
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4.
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The Committee
may from time to time establish specific requirements and/or additional factors
to be considered for Board candidates as it deems necessary or appropriate.
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Duties and responsibilities
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1.
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The Committee
shall identify individuals believed to be qualified to become Board members and
recommend to the Board the nominees to either (i) be elected by the Board or (ii)
stand for election as Board members at the annual or special meeting of shareholders,
as applicable.
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2.
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The Committee
shall be responsible for reviewing with the Board the requisite skills and criteria
for new Board members as well as the composition of the Board as a whole.
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3.
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The Committee
shall review, as it deems necessary, and make recommendations with regard to the
tenure of the Board members, including, as it deems necessary, any term limits and
mandatory retirement age.
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4.
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The Committee
shall review, as it deems necessary, and make recommendations to the Board with
regard to the compensation of Board and committee chairpersons.
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5.
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The Committee
shall have the authority to retain and terminate any search firm to be used to identify
Board nominees, subject to the Boards sole authority to approve the search
firms fees and other retention terms.
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B-2
6.
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The Committee
shall be responsible for overseeing an annual evaluation of the Board and its committees
to determine whether the Board and its committees are functioning effectively. The
Committee shall determine the nature of the evaluation, supervise the conduct of
the evaluation and prepare a summary of the performance of the Board and its committees,
to be discussed with the Board.
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7.
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The Committee
shall have any other duties or responsibilities expressly delegated to the Committee
by the Board from time to time relating to (a) the nomination of the Board or any
committee members, (b) corporate governance matters and (c) Board and committee
evaluation matters.
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Subcommittees
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1.
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The Committee
shall have the authority to delegate all or a portion of its duties and responsibilities
to a subcommittee of the Committee.
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Meetings
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1.
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The Committee
shall meet at such times as it deems necessary or appropriate to carry out its duties.
Meetings of the Committee may be held in person, by telephone or by other appropriate
means. The Committee may also take action by unanimous written consent.
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2.
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One-half of
the Committees members shall constitute a quorum, if at least two members
are present. At any meeting of the Committee, the decision of a majority of the
members present and voting shall be determinative as to any matter submitted to
a vote.
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3.
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The Committee
shall, from time to time as it deems appropriate, review and reassess the adequacy
of this Charter and recommend any proposed changes to the Board for approval.
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4.
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The Committee
shall have the resources and authority to make reasonable expenditures, including
expenditures to retain any experts and counsel related to the aforementioned duties
and tasks that will be reimbursed by the Fund.
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5.
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The Committee
shall keep written minutes of its meetings, which minutes shall be maintained within
the books and records of the Fund, and the Committee shall report to the Board on
its meetings.
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Reporting
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1.
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The Chairperson
shall report to the Board on the result of the Committees deliberations and
make such recommendations as deemed appropriate.
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Amendments
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1.
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This Charter
may be amended by a vote of a majority of the Board members.
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B-3
Appendix A
UBS Managed Municipal Trust
UBS Series Trust
UBS Investment Trust
UBS Index Trust
UBS Municipal Money Market Series
UBS Money Series
UBS PACE Select Advisors Trust
UBS Cashfund Inc.
UBS RMA Money Fund Inc.
UBS RMA Tax-Free Fund Inc.
UBS Master Series, Inc.
Master Trust
Strategic Global Income Fund, Inc.
Global High Income Fund Inc.
Investment Grade Municipal Income Fund Inc.
Insured Municipal Income Fund Inc.
Managed High Yield Plus Fund Inc.
B-4
(This page has been left blank intentionally)
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Managed
High Yield Plus
Fund Inc.
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Managed
High Yield Plus
Fund Inc.
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Notice of
annual meeting
to be held on
September 17, 2009
and
proxy statement
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Proxy MANAGED HIGH YIELD PLUS FUND INC.
Annual Meeting of Shareholders September 17, 2009
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned shareholder of Managed High Yield Plus Fund Inc., a Maryland corporation (the Company), herby appoints Keith A Weller
and Cathleen Crandall, or either of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the Annual
Meeting of Shareholders of the Company (the Meeting) to be held on September 17, 2009 at 10:00 a.m., Eastern time, on the 16th Floor of
the CBS Building located at 51 West 52nd Street, New York, New York 10019-6114, and any adjournment or postponement thereof, to cast
on behalf of the undersigned all votes that the undersigned is entitled to cast at such Meeting and otherwise to represent the undersigned at
the Meeting with all powers possessed by the undersigned if personally present at the Meeting. The undersigned hereby acknowledges
receipt of the Notice of Annual Meeting of Shareholders and of the accompanying Proxy Statement (the terms of each of which are
incorporated by reference herein) and revokes any proxy heretofore given with respect to such Meeting.
The votes entitled to be cast by the undersigned will be cast as instructed on the reverse hereof. If this proxy is executed but no
instruction is given, the votes entitled to be cast by the undersigned will be cast FOR each of the listed nominees for director.
Additionally, the votes entitled to be cast by the undersigned will be cast in the discretion of the proxy holder on any other matter
that may properly come before the Meeting or any adjournment or postponement thereof.
YOUR VOTE IS IMPORANT
Please date and sign this proxy on the reverse side and return it in the enclosed envelope to: Proxy Tabulator, P.O. Box 859232, Braintree,
MA 02185-9919.
PNC Global Investment Servicing has been engaged to forward the enclosed proxy material and to tabulate proxies returned by mail.
CONTINUED AND TO BE SIGNED
ON REVERSE SIDE
SEE REVERSE
SIDE
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SEE REVERSE
SIDE
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PLEASE FOLD ALONG THE PERFORATION, DETACH
AND RETURN THE UPPER PORTION IN THE ENCLOSED ENVELOPE.
X
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Using a
black
ink
pen, mark your votes with an
X
as shown in this
example. Please do not write outside the designated areas.
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Election of Directors The Board of Directors recommends a vote
FOR
the listed
nominees.
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1. To elect as directors:
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01
Richard Q. Armstrong
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02
Alan S. Bernikow
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03
Richard R. Burt
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04
Meyer Feldberg
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05
Bernard H. Garil
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06
Heather R. Higgins
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o
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Mark here
to vote
FOR
all nominees
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o
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Mark here
to
WITHHOLD
from all nominees
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02
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03
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04
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05
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06
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o
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For all
EXCEPT
To withhold a vote for one or more
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o
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o
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o
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nominees,
mark the box to the left
and
the
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corresponding
numbered box(es) to the right.
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2. To vote and otherwise represent the undersigned on any other matter that may properly come before the Meeting or any adjournment or
postponement thereof in the discretion of the proxy holder.
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Authorized Signatures This section
must be completed for your vote to be counted. Date and Sign Below
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Dated _________________________________________________
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_______________________________________________________
Signature
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_______________________________________________________
Signature (if held jointly)
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_______________________________________________________
Title or Authority
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Please sign exactly as name(s) appears hereon. If shares are held by an individual, sign your
name exactly as it appears on this card. If shares are held jointly, either party may sign, but the
name of the party signing should conform exactly to one of the names shown on this proxy card.
When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or
custodian, please give full title unless it is reflected in the form of registration.
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HYF PXC - 0909
PLEASE FOLD ALONG THE PERFORATION,
DETACH AND RETURN THE UPPER PORTION IN THE ENCLOSED ENVELOPE.
Managed High Yield Plus Fund, Inc. (NYSE:HYF)
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