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):
[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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Aggregate number of securities to which transaction
applies:
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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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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 20,
2012
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 20, 2012 at 10:00 a.m., Eastern time, on the 12th Floor of the
UBS Building located at 1285 Avenue of the Americas, New York, New York
10019-6028
for the following purposes:
(1)
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To elect two (2)
directors to serve as Class III directors for three (3) year terms and
until their successors are elected and qualify; 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 20, 2012. 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, 2012
1285 Avenue of the Americas
New York, New York
10019-6028
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.
In order to avoid the additional expense to the Fund of
further solicitation, we ask your cooperation in mailing your proxy card
promptly.
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)
ABC Corp.
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ABC
Corp.
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John
Doe, treasurer
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(2) ABC Corp.
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John Doe, treasurer
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(3)
ABC Corp. c/o John Doe, treasurer
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John
Doe
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(4) ABC Corp. profit sharing plan
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John Doe, trustee
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Partnership accounts
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(1)
The XYZ partnership
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Jane
B. Smith, partner
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(2) 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)
ABC trust account
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Jane
B. Doe, trustee
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(2) 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)
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) Estate of John B. Smith
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John B. Smith, Jr.,
executor
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Managed High Yield Plus Fund
Inc.
1285 Avenue of the Americas
New York, New
York 10019-6028
Proxy statement
Annual Meeting of Shareholders to
be held on September 20, 2012
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 20, 2012, at 10:00 a.m., Eastern time, on the 12th Floor
of the UBS Building located at 1285 Avenue of the Americas, New York, New York
10019-6028,
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, 2012.
Shareholders of record at the close
of business on July 20, 2012, are entitled to notice of and to vote at the
meeting. The presence in person or by proxy of shareholders entitled to cast a
majority of the votes entitled to be cast at the meeting 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
has the power to adjourn the meeting, to a date not more than 120 days after the
original record date for the meeting, without notice other than announcement at
the meeting. The shareholders present, either in person or by proxy, at a
meeting which has been duly called and at which a quorum has been established,
may continue to transact business until adjournment, notwithstanding the
withdrawal from the meeting of enough shareholders to leave fewer than required
to establish a quorum.
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 by the Fund 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 two nominees for Class III
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 20, 2012,
the Fund had 62,130,877 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 1285 Avenue of the Americas, New York, New York
10019-6028 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, 2012, is being mailed to
shareholders concurrently with this proxy statement.
Proposal 1. Election of
Directors
The board proposes the election of
Bernard H. Garil and Heather R. Higgins to serve as Class III directors for a
three year term expiring in 2015 and until their successors are duly elected and
qualify, or until they resign or are otherwise removed. Each nominee has
indicated his or her willingness to serve if elected. Each of Mr. Garil and Ms.
Higgins was last elected director at an Annual Meeting of Shareholders held on
September 17, 2009. 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 both of the 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 the board may recommend.
Directors, including any 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, 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 (22 persons)
beneficially owned any shares of the Funds common stock on July 1, 2012.
Listed in the table below for each
nominee is a brief description of the experience of each nominee and each other
director, both as a director or trustee of other funds, as well as other recent
professional experience.
2
Nominees:
Name, address, and age
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Position(s)
held with
Fund
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Term of
office* and
length of
time
served
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Principal occupation(s)
during past 5
years
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Number of portfolios
in Fund complex
overseen
by nominee
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Other directorships
held by
nominee
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Independent
directors:
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Bernard H. Garil; 72
6754 Casa Grande
Way
Delray Beach, FL 33446
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Class III
Director
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Since 2006;
Term Expires
2012
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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 13 investment
companies (consisting of 45 portfolios) for which UBS Global AM serves as
investment advisor or manager.
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Mr. Garil is also a director of OFI
Trust Company (commercial trust company), the Leukemia & Lymphoma
Society (voluntary health organization) and a trustee for the Brooklyn
College Foundation, Inc. (charitable foundation).
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Heather R.
Higgins; 52
255 E. 49th St., Suite 23D
New York, NY 10017
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Class
III
Director
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Since
2006;
Term Expires
2012
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Ms. Higgins is the president and
director of The Randolph Foundation (charitable foundation) (since 1991).
Ms. Higgins also serves (or has served) 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 2001-2007 and since
January 2009).
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Ms. Higgins is a director or
trustee of 13 investment companies (consisting of 45 portfolios) for which
UBS Global AM serves as investment advisor or manager.
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None
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3
Other Directors:
Name, address, and age
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Position(s)
held with
Fund
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Term of
office* and
length of
time
served
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Principal occupation(s)
during past 5
years
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Number of portfolios
in Fund complex
overseen
by nominee
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Other directorships
held by
director
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Interested directors:
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Meyer Feldberg;
70
Morgan Stanley
1585 Broadway
36th
Floor
New York, NY 10036
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Class
II
Director
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Since
1998;
Term Expires
2014
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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 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
Management of the
Graduate School
of
Business at Columbia
University (since
1989).
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Professor
Feldberg is
a director or trustee
of 22 investment
companies
(consisting
of 57 portfolios) for
which UBS Global AM
serves as
investment
advisor or manager.
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Professor
Feldberg
is also a director
of Macys, Inc.
(operator of
department
stores), Revlon, Inc.
(cosmetics),
SAPPI,
Ltd. (producer of
paper) and the New
York City
Ballet.
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Barry M. Mandinach; 56
UBS Global
Asset
Management (US) Inc.
1285 Avenue of the
Americas
New
York, NY 10019
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Class I
Director
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Since 2010;
Term Expires
2013
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Mr. Mandinach is a managing director of UBS Global
Asset Management (US) Inc. and UBS Global AM (collectively, UBS Global
AMAmericas region). He has been with UBS Global AMAmericas region or
its predecessors since 2001. He is the Head of Institutional &
Wholesale Business (US) (since 2009) as well as Chief Marketing Officer
(US) (since 2006).
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Mr. Mandinach is a director or trustee of 13
investment companies (consisting of 45 portfolios) for which UBS Global AM
serves as investment advisor or manager.
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None
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Name, address, and age
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Position(s)
held with
Fund
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Term of
office* and
length of
time
served
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Principal occupation(s)
during past 5
years
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Number of portfolios
in Fund
complex
overseen by nominee
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Other directorships
held by
director
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Independent directors:
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Richard Q.
Armstrong; 77
c/o Keith A. Weller,
Assistant Fund
Secretary,
UBS Global Asset
Management (Americas)
Inc.,
1285 Avenue of the
Americas,
12th Floor,
New York, NY
10019
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Class
I
Director
and
Chairman
of
the
Board of
Directors
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Since
1998
(Director);
Since 2004
(Chairman
of the Board
of
Directors);
Term Expires
2013
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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). Mr. Armstrong
was president or
chairman of a
number of packaged goods
companies (responsible for such brands
as
Canada Dry, Dr. Pepper,
Adirondack Beverages
and Moët
Hennessy)
(from 1982 to 1995).
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Mr. Armstrong is
a
director or trustee
of 13 investment
companies
(consisting
of 45 portfolios) for
which UBS Global AM
serves as
investment
advisor or manager.
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None
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Alan S. Bernikow; 71
207 Benedict Ave.
Staten Island,
NY 10314
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Class I
Director
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Since 2006;
Term Expires
2013
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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 13 investment
companies (consisting
of 45 portfolios) for
which UBS Global
AM
serves as investment
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 the chair
of
its compensation
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
as a member
of its nominating
and corporate
governance
committee). He is
also a director of
Premier American
Bank, N.A.
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5
Name, address, and age
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Position(s)
held with
Fund
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Term of
office* and
length of
time
served
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Principal occupation(s)
during past 5
years
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Number of portfolios
in Fund complex
overseen
by nominee
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Other directorships
held by
director
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Richard R. Burt; 65
McLarty Associates
900
17th Street N.W.
Washington, D.C. 20006
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Class II
Director
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Since 1998;
Term Expires
2014
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Mr. Burt is a managing director of McLarty
Associates (a consulting firm) (since April 2007). He was chairman of IEP
Advisors (international investments consulting firm) until February 2009.
Prior to April 2007, he was chairman of Diligence Inc. (international
information and risk management firm).
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Mr. Burt is a director or trustee of 13 investment
companies (consisting of 45 portfolios) for which UBS Global AM serves as
investment advisor or manager.
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Mr. Burt is also a director of The Central Europe
& Russia Fund, Inc., The European Equity Fund, Inc. and The New
Germany Fund,
Inc.
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____________________
*
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Following the expiration of his or her term, each
director holds office until his or her successor is elected and qualifies,
or until he or she resigns or is otherwise removed.
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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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Mr. Mandinach is deemed an interested person of
the Fund as defined in the 1940 Act because of his employment by UBS
Global AMAmericas region.
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6
Information about nominee/other
director beneficial ownership of fund shares
Nominee/other director
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Dollar range
of equity
securities
in
Fund
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Aggregate dollar range of equity securities in
all
registered investment companies overseen by nominee/
other
director for which UBS Global AM or an affiliate
serves as investment
advisor, sub-advisor or manager
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Independent nominees/
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other 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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Over $100,000
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Richard R. Burt
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None
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Over
$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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Over
$100,000
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Interested directors:
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Meyer
Feldberg
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None
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Over
$100,000
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Barry M. Mandinach
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None
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Over $100,000
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____________________
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Information
regarding ownership of shares in all registered investment companies
overseen by
nominee/other director for
which UBS Global AM serves as investment advisor or manager is as
of
December 31, 2011.
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It is the boards policy that each
member invest more than $100,000, in the aggregate, in the UBS Global AM funds
he or she oversees. 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.
Additional information about the
board
Leadership structure and
qualifications of board of directors
The board is responsible for oversight of the Fund. The board is
currently composed of seven directors, five of whom are not interested persons
of the Fund as that term is defined by the 1940 Act (Independent Directors).
One of the remaining two directors is independent of UBS Global AM but an
interested person of the Fund within the meaning of the 1940 Act because he is
employed by a registered broker-dealer that may execute transactions with the
Fund from time to time. The other director is an interested person of the Fund
within the meaning of the 1940 Act because of his employment with UBS Global
AMAmericas region. The board members have selected an Independent Director to
act as chairman of the board. The chairman of the boards role is to preside at
all meetings of the board and generally to act as a liaison with service
providers, officers, attorneys and other directors between meetings. The
chairman may also perform such other functions as may be delegated by the board
from time to time. The board has established an Audit Committee and a Nominating
and Corporate Governance Committee, both comprised only of non-interested
directors, to assist the board in the oversight and direction of the business
and affairs of the Fund, and from time to time may establish ad hoc committees,
informal working groups or designate one or more members to review and address
the policies and practices of the Fund or to liaise with the Funds Chief
Compliance Officer or service providers, including staff of UBS Global AM, with
respect to certain specified matters. The board meets in-person at regularly
scheduled
7
meetings five times throughout the
year. In addition, the directors may meet in-person or by telephone at special
meetings or on an informal basis at other times. Each committee meets as
appropriate to conduct the oversight functions delegated to the committee by the
board and reports its findings to the board. The board and Audit Committee
conduct annual assessments of their oversight function and structure. The
Independent Directors have also engaged independent legal counsel to assist them
in performing their oversight responsibilities. The directors have determined
that the boards leadership and committee structure is appropriate because it
allows the board to exercise informed and independent judgment over the matters
under its purview and to allocate areas of responsibility among committees of
Independent Directors and the full board in a manner that enhances the full
boards oversight.
The Fund has engaged UBS Global AM to
manage the Fund on a day-to-day basis. The board is responsible for overseeing
UBS Global AM and other service providers in the operations of the Fund in
accordance with the 1940 Act, applicable state and other laws, and the Funds
charter. The board reviews, on an ongoing basis, the Funds performance,
operations and investment strategies and techniques. The board also conducts
reviews of UBS Global AM and its role in running the operations of the
Fund.
The board has concluded that, based
on each nominees and other directors experience, qualifications, attributes or
skills on an individual basis and in combination with those of the other nominee
and other directors, each nominee and other director should serve as a director.
In determining that a particular nominee or other director is qualified to serve
as a director, the board has considered a variety of criteria, none of which, in
isolation, was controlling. The board believes that, collectively, the nominees
and other directors have balanced and diverse experience, skills, attributes and
qualifications, which allow the board to operate effectively in governing the
Fund and protecting the interests of shareholders. Among the attributes common
to all nominees and other directors are their ability to review critically,
evaluate, question and discuss information provided to them, to interact
effectively with other board members, UBS Global AM, other service providers,
counsel and the independent registered public accounting firm, and to exercise
effective business judgment in the performance of their duties as directors. In
addition, where applicable, the board has taken into account the actual service
and commitment of the directors during their tenure in concluding that each
should continue to serve. A nominees/directors ability to perform his or her
duties effectively may have been attained through a nominees/directors
educational background or professional training; business, consulting, public
service or academic positions; experience from service as a director of the
Fund, other funds in the fund complex, other investment funds, public companies,
or non-profit entities or other organizations; and/or other life experiences.
Set forth below is a brief discussion of the specific experience,
qualifications, attributes or skills of each nominee or other director that led
the board to conclude that he or she should serve as a director.
Mr. Armstrong and Amb. Burt have each
served as a director of the Fund and as directors/trustees of other funds in the
fund complex for well more than a decade, including as members and/or chairs of
various board committees. Mr. Armstrong has served as chairman of the board
since 2004. Most recently, Mr. Armstrong has been chairman and principal of a
management consulting firm. From 1982 through 1995, Mr. Armstrong had been
president or chairman of several international consumer packaged goods
companies, including (1) chairman of the board, chief executive officer and
co-owner of Adirondack Beverages (producer and distributor of soft drinks and
sparkling/still waters); (2) partner of the New England Consulting Group
(management consulting firm); and (3) managing director of LVMH
8
U.S. Corporation (US subsidiary of
the French luxury goods conglomerate, Louis Vuitton Moët Hennessey Corporation)
and chairman of its wine and spirits subsidiary, Schieffelin & Somerset
Company
(responsible for such brands as Canada Dry and Dr. Pepper, among many
others). He also served as president of Cluett Peabody & Company
(textile/apparel, including such well-known brands as Arrow shirts and Gold Toe
socks). Amb. Burt has many years of experience in advising companies regarding
international investment and risk management. Amb. Burt also currently serves,
or has served, on the boards of directors of several funds outside of the UBS
Global AM fund complex and has served as a director on other corporate boards.
Amb. Burt was the chief negotiator in the Strategic Arms Reduction Talks with
the former Soviet Union (1989-1991) and the US Ambassador to the Federal
Republic of Germany (1985-1989). He had also been a partner of McKinsey &
Company (management consulting firm). Mr. Mandinach has extensive experience in
the mutual fund industry and a broad understanding of the needs of investors.
Throughout his career, Mr. Mandinach has been involved with the marketing of
mutual funds and in building relationships with service intermediaries. Mr.
Mandinach is currently the Head of UBS Global AMAmericas regions Institutional
& Wholesale Business (US) as well as its Chief Marketing Officer (US). Mr.
Mandinach has previously held positions at Drexel Burnham Lambert and at the
Zweig funds. Prof. Feldberg has served as a director of the Fund and other
mutual funds in the fund complex for nearly two decades. Prof. Feldberg has held
several prestigious positions at Columbia Business School and the Graduate
School of Business at Columbia University, including Dean and Professor of
Management. He is also a senior advisor to Morgan Stanley and serves on the
boards of several public companies. Mr. Bernikow, Mr. Garil and Ms. Higgins were
elected as directors of the Fund and the other funds in the fund complex during
2005-2006.
Mr. Bernikow, Mr. Garil and Ms.
Higgins also serve as members and/or chairs of various board committees. Mr.
Bernikow has extensive accounting and finance experience (being a certified
public accountant and having served for many years as the Deputy Chief Executive
Officer of Deloitte & Touche LLP, one of the four largest independent
registered public accounting firms in the US) and currently serves, or has
served, on the boards and committees of various public companies and a national
bank. Mr. Garil has four decades of experience in the fund management business
and for much of that time he served as an executive of a fund adviser and as a
member of fund boards. He began his career at the US Securities and Exchange
Commission. Ms. Higgins has experience as a portfolio manager for a major US
trust bank and has held senior executive positions and/or directorships at
several major charitable organizations.
Additional details about each nominee
and other directors professional experience is included above in the table
under Proposal 1. That table contains information regarding other directorships
currently held by board members. In addition, during the five years ended July
1, 2012, the following director was a member of the boards of the following
companies: Amb. Burtdirector of IGT, Inc. (provides technology to gaming and
wagering industry); and director of The Protective Group, Inc. (produces armor
products).
Risk oversight
The Fund is subject to a number of risks, including
investment, compliance, operational and valuation risks, among others. Risk
oversight forms part of the boards general oversight of the Funds investment
program and operations and is addressed as part of various regular board and
committee activities. Day-to-day risk management with respect to the Fund is the
responsibility of UBS Global AM or other service providers (depending on the
nature of the risk), subject to supervision by UBS Global AM. Each of UBS Global
AM and other service providers have their own independent interest in risk
management and their policies and methods of risk management may differ from the
Funds and each others in the setting of priorities,
9
the resources available or the
effectiveness of relevant controls. As a result, the board recognizes that it is
not possible to identify all of the risks that may affect the Fund or to develop
processes and controls to eliminate or mitigate their occurrence or effects, and
that some are simply beyond any control of the Fund or UBS Global AM, its
affiliates or other service providers. As part of its regular oversight of the
Fund, the board, directly or through a committee, reviews reports from, among
others, management, the Funds Chief Compliance Officer, its independent
registered public accounting firm, counsel, and internal auditors for UBS Global
AM or its affiliates, as appropriate, regarding risks faced by the Fund and UBS
Global AMs risk oversight programs. The board has appointed a Chief Compliance
Officer, who oversees the implementation and testing of the Funds compliance
program and reports to the board regarding compliance matters for the Fund and
its service providers; the board has designated one of its members to liase with
the Chief Compliance Officer between board meetings to assure that significant
compliance issues identified by the Chief Compliance Officer will be brought to
the attention of the full board in a timely and appropriate manner. The board
may, at any time and in its discretion, change the manner in which it conducts
risk oversight.
Board and shareholder
meetings
The board of directors of
the Fund met 5 times during the fiscal year ended May 31, 2012. 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 2011.
Committees
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 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 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
10
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 serves as investment advisor or
manager. The Audit Committee met 6 times during the fiscal year ended May 31,
2012, and each member attended 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, 2012. 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 funds he
oversees. 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, 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 5 times
during the fiscal year ended May 31, 2012, and each member attended 75% or more
of those meetings.
11
In nominating candidates, the
Nominating and Corporate Governance Committee believes that no specific
qualifications or disqualifications are controlling or paramount, and does not
believe 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. In addition, the shareholders
letter must satisfy the requirements of the Funds Bylaws as in effect from time
to time, including disclosure requirements to be satisfied by proponents of
matters to be submitted to a vote of shareholders. A copy of the related
requirements of the Funds Bylaws as in effect as of the date of this proxy
statement is attached as Exhibit C.
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. Armstrongc/o
Keith A. Weller, Assistant Fund Secretary, UBS Global Asset Management
(Americas) Inc., 1285 Avenue of the Americas, 12th Floor, New York, NY
10019.
Information about independent
director ownership of securities issued by UBS Global AM or any company
controlling, controlled by or under common control with UBS Global
AM
As of December 31, 2011, 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.
Compensation
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
$110,000 and an $18,000 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)
12
actually attended. Independent
Directors who participate in previously scheduled in-person joint meetings 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; the chairperson of the Nominating and Corporate
Governance Committee receives annually an additional $25,000. In addition, a
board member who undertakes a special assignment to provide special assistance
in coordinating the boards oversight of compliance or contract reconsideration
matters (currently Heather R. Higgins and Bernard H. Garil, respectively)
receives annually an additional $20,000. However, provided that, if a board
member simultaneously holds more than one such position or assignment, he or she
is paid only the higher of the fees otherwise payable for these positions or
assignments. Independent Directors who are also members of the Audit Committee
and/or Nominating and Corporate Governance Committee are paid in the aggregate
from the UBS Global AM funds he or she oversees, annual retainers of $10,000 and
$5,000, respectively, in connection with his or her membership on the Audit
Committee and/or Nominating and Corporate Governance Committee. 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.
13
The table below includes certain
information relating to the compensation of the Funds nominees/other
directors.
Compensation table
Name of person, position
|
|
|
Aggregate
compensation
from the
Fund*
|
|
Total
compensation
from the Fund
and the
Fund
Complex**
|
Richard Q. Armstrong, director
|
|
$
|
3,385
|
|
|
$
|
256,000
|
|
Alan S.
Bernikow, director
|
|
|
3,191
|
|
|
|
241,000
|
|
Richard R. Burt, director
|
|
|
3,113
|
|
|
|
234,750
|
|
Meyer Feldberg,
director
|
|
|
None
|
|
|
|
244,756
|
|
Bernard H. Garil, director
|
|
|
3,061
|
|
|
|
229,750
|
|
Heather R.
Higgins, director
|
|
|
3,061
|
|
|
|
229,750
|
|
Barry M. Mandinach, director
|
|
|
None
|
|
|
|
None
|
|
____________________
|
|
Except as
discussed elsewhere herein, 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.
|
|
|
|
|
|
Mr. Mandinach is
an interested person of the Fund as defined in the 1940 Act. He is not
compensated by the Fund or other funds in the fund complex for his
services as a board member.
|
|
|
|
*
|
|
Represents fees
paid to each director during the fiscal year ended May 31,
2012.
|
|
|
|
**
|
|
Represents fees
paid during the calendar year ended December 31, 2011 to each board member
by: (a) 17 investment companies in the case of Messrs. Armstrong,
Bernikow, Burt and Garil and Ms. Higgins; and (b) 29 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.
|
14
Information concerning independent
registered public accounting firm
The Funds financial statements for
the fiscal year ended May 31, 2012, 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, 2013. 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, 2012 and May 31, 2011 were approximately $62,600 and
$56,200, 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 $3,600 and $3,527,
respectively, in each of the fiscal years ended May 31, 2012 and May 31,
2011.
Fees included in the audit-related
fees category are those associated with (1) the reading and providing of
comments on the 2011 and 2010 semiannual financial statements and (2) review of
the consolidated 2010 and 2009 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.
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, 2012 and May 31, 2011 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.
15
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, 2012
and May 31, 2011 were approximately $17,550 and $17,550,
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.
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, 2012 and May 31, 2011 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, 2012 and May 31, 2011,
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, 2012 and May 31, 2011 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:
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 [Asset Management
(Americas) Inc. (UBS Global [AM])] and any Covered Service
Providers,
____________________
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
(footnote continued on next page)
|
16
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, 2012 and May 31, 2011, the aggregate non-audit fees billed by Ernst &
Young of $579,000 and $210,452, respectively, included non-audit services
rendered on behalf of the Fund of $21,150 and $21,077, 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 $557,850 and $189,375,
respectively.
____________________
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.
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.
17
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.
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:
Name, address, and age
|
|
Position(s) held
with the Fund
|
|
Term of office
and length of
time
served
|
|
Principal occupation(s) during past 5
years;
number of portfolios in Fund complex
for which person serves
as officer
|
Joseph Allessie*; 46
|
|
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 AMAmericas region. Mr. Allessie is a vice president and
assistant secretary of 17 investment companies (consisting of 95
portfolios) for which UBS Global AMAmericas region serves as investment
advisor or manager.
|
|
|
|
|
|
|
|
Rose Ann Bubloski*; 44
|
|
Vice President
and
Assistant
Treasurer
|
|
Since
May 2011
|
|
Ms. Bubloski is a director (since March 2012) (prior
to which she was an associate director) and senior manager of the US
mutual fund treasury administration department of UBS Global AMAmericas
region. She was a vice president and assistant treasurer of certain UBS
funds (from 2004 to 2007). She was vice president at Cohen & Steers
Capital Management, Inc. (investment manager) (from 2007 to 2008). She is
vice president and assistant treasurer of 17 investment companies
(consisting of 95 portfolios) for which UBS Global AM serves as investment
advisor or manager.
|
18
Name, address, and age
|
|
Position(s) held
with the Fund
|
|
Term of office
and length of
time
served
|
|
Principal occupation(s) during past 5
years;
number of portfolios in Fund complex
for which person serves
as officer
|
Mark E. Carver*; 48
|
|
President
|
|
Since
May 2010
|
|
Mr. Carver is a managing director and Head of Product
Development and ManagementAmericas for UBS Global AMAmericas region
(since 2008). In this role, he oversees product development and management
for both wholesale and institutional businesses. He is a member of the
Americas Management Committee (since 2008) and the Regional Operating
Committee (since 2008). Prior to 2008, Mr. Carver held a number of
product-related or sales responsibilities with respect to funds, advisory
programs and separately managed accounts. Mr. Carver joined a predecessor
of an affiliated firm in 1985 and has been with UBS Global AMAmericas
region (or its affiliates) since 1996. Mr. Carver is president of 17
investment companies (consisting of 95 portfolios) for which UBS Global AM
serves as investment advisor or manager.
|
|
|
|
|
|
|
|
Thomas Disbrow*; 46
|
|
Vice President
and Treasurer
|
|
Since 2000
(Vice
President);
Since
2004
(Treasurer)
|
|
Mr. Disbrow is a managing director (since 2011) (prior to
which he was an executive director) (since 2007) and head of the North
American Fund Treasury department (since 2011) of UBS Global AMAmericas
region. Mr. Disbrow is a vice president and treasurer and/or principal
accounting officer of 17 investment companies (consisting of 95
portfolios) for which UBS Global AMAmericas region serves as investment
advisor or manager.
|
19
Name, address, and age
|
|
Position(s) held
with the Fund
|
|
Term of office
and length of
time
served
|
|
Principal occupation(s) during past 5
years;
number of portfolios in Fund complex
for which person serves
as officer
|
Craig Ellinger**; 42
|
|
Vice President
|
|
Since 2010
|
|
Mr. Ellinger is a managing director and the global head of
credit research and global head of high yield at UBS Global AMAmericas
region (since 2008). In this role, he oversees high yield, investment
grade, and securitized credit research as well as managing the global high
yield portfolio management team. He is the chair of various global credit
committees and several global fixed income strategy subcommittees and has
been with the firm since 2000. Mr. Ellinger is vice president of one
investment company (consisting of one portfolio) for which UBS Global AM
serves as investment advisor or manager.
|
|
|
|
|
|
|
|
Michael J. Flook*; 47
|
|
Vice President
and Assistant
Treasurer
|
|
Since 2006
|
|
Mr. Flook is a director (since 2010) (prior to which he was
an associate director) (since 2006) and a senior manager of the US mutual
fund treasury administration department of UBS Global AMAmericas region
(since 2006). Mr. Flook is a vice president and assistant treasurer of 17
investment companies (consisting of 95 portfolios) for which UBS Global
AMAmericas region serves as investment advisor or manager.
|
|
|
|
|
|
|
|
Matthew Iannucci**; 40
|
|
Vice President
|
|
Since 2009
|
|
Mr. Iannucci is an executive director (since 2010) (prior to
which he was a director) (since 2002) and portfolio manager (since 2009)
of UBS Global AMAmericas region. Prior to that he was a credit analyst
for UBS Global AMAmericas region. Mr. Iannucci is a vice president of one
investment company (consisting of one portfolio) for which UBS Global
AMAmericas region serves as investment advisor or
manager.
|
20
Name, address, and age
|
|
Position(s) held
with the Fund
|
|
Term of office
and length of
time served
|
|
Principal occupation(s) during past 5 years;
number of
portfolios in Fund complex
for which person serves as
officer
|
Mark F.
Kemper**; 54
|
|
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 has been secretary of UBS Global
AMAmericas region (since 2004), secretary of UBS Global Asset Management
Trust Company (since 1993) and secretary of UBS AM Holdings (USA) Inc.
(since 2001). Mr. Kemper is vice president and secretary of 17 investment
companies (consisting of 95 portfolios) for which UBS Global AMAmericas
region serves as investment advisor or manager.
|
|
|
|
|
|
|
|
Joanne M.
Kilkeary*; 44
|
|
Vice President
and
Assistant
Treasurer
|
|
Since 2004
|
|
Ms. Kilkeary is a director
(since 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 17 investment companies
(consisting of 95 portfolios) for which UBS Global AMAmericas region
serves as investment advisor or manager.
|
|
|
|
|
|
|
|
Tammie Lee*;
41
|
|
Vice President
and
Assistant
Secretary
|
|
Since 2005
|
|
Ms. Lee is an executive director
(since 2010) (prior to which she was a director) (since 2005) and
associate general counsel of UBS Global AMAmericas region (since 2005).
Ms. Lee is a vice president and assistant secretary of 17 investment
companies (consisting of 95 portfolios) for which UBS Global AMAmericas
region serves as investment advisor or manager.
|
|
|
|
|
|
|
|
Joseph McGill*;
50
|
|
Vice President
and
Chief
Compliance
Officer
|
|
Since 2004
|
|
Mr. McGill is a
managing director (since 2006) and chief compliance officer (since
2003) of UBS Global AMAmericas region. Mr. McGill is a vice
president and
chief compliance officer of 17
investment companies (consisting of 95 portfolios) for which UBS Global
AMAmericas region serves as investment advisor or
manager.
|
21
Name, address, and age
|
|
Position(s) held
with the Fund
|
|
Term of office
and length of
time
served
|
|
Principal occupation(s) during past 5
years;
number of portfolios in Fund complex
for which person serves
as officer
|
Nancy D. Osborn*; 46
|
|
Vice President
and Assistant
Treasurer
|
|
Since 2007
|
|
Mrs. Osborn is a director (since 2010) (prior to which she
was an associate director) and a senior manager of the US mutual fund
treasury administration department of UBS Global AMAmericas region (since
2006). Mrs. Osborn is a vice president and assistant treasurer of 17
investment companies (consisting of 95 portfolios) for which UBS Global
AMAmericas region serves as investment advisor or manager.
|
|
|
|
|
|
|
|
Eric Sanders*; 46
|
|
Vice President
and Assistant
Secretary
|
|
Since 2005
|
|
Mr. Sanders is a director and associate general counsel of
UBS Global AMAmericas region (since 2005). Mr. Sanders is a vice president and
assistant secretary of 17 investment companies (consisting of 95
portfolios) for which UBS Global AMAmericas region serves as investment
advisor or manager.
|
|
|
|
|
|
|
|
Andrew Shoup*; 55
|
|
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 2006). Mr. Shoup is also a director of UBS (IRL) Fund p.l.c. (since
2008). Mr. Shoup is a vice president and chief operating officer of 17
investment companies (consisting of 95 portfolios) for which UBS Global
AMAmericas region serves as investment advisor or
manager.
|
22
Name, address, and age
|
|
Position(s) held
with the Fund
|
|
Term of office
and length of
time
served
|
|
Principal occupation(s) during past 5
years;
number of portfolios in Fund complex
for which person serves
as officer
|
Keith A. Weller*; 50
|
|
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 17 investment companies
(consisting of 95 portfolios) for which UBS Global AMAmericas region
serves as investment 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 1285 Avenue of the Americas, New York, New York
10019-6028.
|
|
|
|
**
|
|
This persons
business address is One North Wacker Drive, Chicago, Illinois
60606.
|
23
Other information
Beneficial ownership of shares
The following information is based
upon a review of public filings. As of July 15, 2012, management knew of the
following person who owned beneficially 5% or more of the common stock of the
Fund:
Title of class
|
|
|
Name and address of
beneficial
owner
|
|
|
Amount and nature of
beneficial
ownership
|
|
Percent of class
|
Common Stock
|
|
First Trust Portfolios L.P.;
|
|
12,499,615*
|
|
20.2%**
|
|
|
First Trust Advisors L.P.;
|
|
|
|
|
|
|
The Charger Corporation
|
|
|
|
|
|
|
120 East Liberty Dr., Suite 400
|
|
|
|
|
|
|
Wheaton, Illinois 60187
|
|
|
|
|
____________________
*
|
|
First Trust
Portfolios L.P. is the sponsor of several unit investment trusts which
hold shares of common stock of the Fund. No individual unit investment
trust sponsored by First Trust Portfolios L.P. holds more than 3% 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, 2011. Percent of class is based
on the number of shares outstanding as of July 15,
2012.
|
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 for inclusion in the Funds proxy materials for a subsequent
shareholders meeting 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 for inclusion in the Funds proxy
materials for the 2013 annual meeting of shareholders, shareholder proposals
must be received by the Fund no later than April 1, 2013.
Any shareholder who wishes to submit
proposals to be considered at a subsequent shareholders meeting and not to be
included in the Funds proxy materials 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 the
Funds 2013 annual meeting of shareholders, shareholder proposals must be
received by the Fund no earlier than February 27, 2013 and no later than March
29, 2013.
24
Shareholder proposals that are
submitted in a timely manner either for inclusion in the Funds proxy materials,
or otherwise for presentation at the Funds 2013 annual meeting of shareholders,
will not necessarily be included in the Funds proxy materials or be able to be
presented at the 2013 annual meeting of shareholders. Inclusion or presentation
of such proposals, as applicable, is subject to limitations under the federal
securities laws and informational requirements of the Funds current Bylaws
(attached as Exhibit C), 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.
Important notice regarding the
availability of proxy materials for the annual meeting of shareholders to be
held on September 20, 2012
This proxy statement, along with the
Funds annual report for the reporting period ended May 31, 2012, are available
free of charge on the Funds website at
http://www.ubs.com/us/en/asset_management/individual_investors/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, 2012
It is important that
you execute and return your proxy
promptly.
|
25
(This page has been left blank
intentionally)
Exhibit A
Audit committee charter amended and
restated as of May 12, 2004
(with revisions through December 2011)
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
and
|
____________________
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.
|
A-1
|
|
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.
|
A-3
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.
|
|
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.
____________________
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
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.
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
Investment 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.
*Managed High Yield Plus Fund
Inc.
____________________
*
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Closed-end Funds.
The duties and responsibilities of any provision applicable exclusively to
closed-end funds apply to these funds only.
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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 BNY
Mellon Investment Servicing (US), Inc.), contact UBS Global AM via the
whistleblower hotline referenced below (unless such person believes that using
such 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).
A-8
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 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.
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reporting
concerns or complaints regarding accounting, internal accounting controls
or auditing matters or other matters relating to the operations of the
Fund; or
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2.
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assisting in an
internal or external investigation conducted by the Fund or a Service
Provider regarding such concerns or complaints; or
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3.
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filing,
testifying, participating or otherwise assisting in a criminal or
regulatory proceeding relating to the Fund or a Service
Provider.
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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-9
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,
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.
Whistleblower hotline &
web-site
Where circumstances preclude
the use of conventional channels
(oral or written report to line manager,
Head of Compliance, Regional General Counsel or Human Resources), UBS Global AM
has established a
whistleblower hotline and a dedicated whistleblower
intranet site 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 whistleblower intranet site can only be accessed through
the internal network available to UBS Global AM employees. The whistleblower
hotline can be reached either internally or externally; external calls to the
whistleblower hotline can be made toll-free. The dedicated web-site consists of
a whistleblower form with instructions for submission. 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 Regional Responsible Counsel will be
authorized to take steps to investigate the matter. Please utilize the hotline
and the mailbox only for this stated purpose. The whistleblower hotline number
is toll-free 1-888-968-4827 (when prompted for your user ID and pin code, press
1# to proceed directly to the hotline). Written submissions should be addressed
to: UBS Global Asset Management (Americas) Inc., Attn: Chief Compliance Officer,
1285 Avenue of the Americas, New York, NY 10019-6028.
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
December 2011)
A-10
This page intentionally left
blank.
Exhibit B
Nominating and corporate governance
committee charter
(with revisions effective May 2010)
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
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
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;
-
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;
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.
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
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. As part of the Committees annual evaluation of the Board, the
Chairperson of the Committee shall survey each Board member regarding the
Board members assessment of the competency and performance of the other
members of the Board and the Chairperson of the Board shall survey each
Board member, other than the Chairperson of the Committee, regarding the
Board members assessment of the competency and performance of the member
of the Board serving as Chairperson of the Committee.
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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
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
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
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
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.
Managed High Yield Plus Fund Inc.
B-4
Exhibit C
Article II, Section 11 of the Funds
Bylaws amended and restated as of May 2010
Section 11. Advance Notice of
Stockholder Nominees for Director and other Stockholder Proposals
(a)
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Annual
Meetings of Stockholders. (1) Nominations of individuals for election to
the Board of Directors and the proposal of other business to be considered
by the stockholders may be made at an annual meeting of stockholders (i)
pursuant to the Corporations notice of meeting, (ii) by or at the
direction of the Board of Directors or (iii) by any stockholder of the
Corporation who was a stockholder of record both at the time of giving of
notice by the stockholder as provided for in this Section 11(a) and at the
time of the annual meeting, who is entitled to vote at the meeting in the
election of each individual so nominated or on any such other business and
who has complied with this Section 11(a).
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(2)
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For any
nomination or other business to be properly brought before an annual
meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of
this Section 11, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation and such other business must
otherwise be a proper matter for action by the stockholders. To be timely,
a stockholders notice shall set forth all information required under this
Section 11 and shall be delivered to the Secretary at the principal
executive office of the Corporation not earlier than the 150th day nor
later than 5:00 p.m., Eastern Time, on the 120th day prior to the first
anniversary of the date of the proxy statement for the preceding years
annual meeting; provided, however, that in the event that the date of the
annual meeting is advanced or delayed by more than 30 days from the first
anniversary of the date of the preceding years annual meeting, notice
by the
stockholder to be timely must be so delivered not earlier than the 150th
day prior to the date of such annual meeting and not later than 5:00 p.m.,
Eastern Time, on the later of the 120th day prior to the date of such
annual meeting, as originally convened, or the tenth day following the day
on which public announcement of the date of such meeting is first made.
The public announcement of a postponement or adjournment of an annual
meeting shall not commence a new time period for the giving of a
stockholders notice as described above.
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(3)
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Such
stockholders notice shall set forth:
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(i)
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as to each individual whom the stockholder proposes to nominate for
election or reelection as a Director (each, a Proposed
Nominee),
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(A)
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all information
relating to the Proposed Nominee that would be required to be disclosed in
connection with the solicitation of proxies for the election of the
Proposed Nominee as a director in an election contest (even if an election
contest is not involved), or would otherwise be required in connection
with such solicitation, in each case pursuant to Regulation 14A (or any
successor provision) under the Exchange Act and the rules thereunder
(including the Proposed Nominees written consent to being named in the
proxy statement as a nominee and to serving as a director if elected)
and
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C-1
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(B)
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whether such stockholder
believes any such Proposed Nominee is, or is not, an interested person
of the Corporation, as defined in the Investment Company Act of 1940, as
amended, and the rules promulgated thereunder (the Investment Company
Act) and information regarding such individual that is sufficient, in the
discretion of the Board of Directors or any committee thereof or any
authorized officer of the Corporation, to make such
determination;
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(ii)
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as to any business that the
stockholder proposes to bring before the meeting, a description of such
business, the stockholders reasons for proposing such business at the
meeting and any material interest in such business of such stockholder or
any Stockholder Associated Person (as defined below), individually or in
the aggregate, including any anticipated benefit to the stockholder or the
Stockholder Associated Person therefrom;
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(iii)
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as to the stockholder giving
the notice, any Proposed Nominee and any Stockholder Associated
Person,
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(A)
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the class, series and number
of all shares of stock or other securities of the Corporation or any
affiliate thereof (collectively, the Company Securities), if any, which
are owned (beneficially or of record) by such stockholder, Proposed
Nominee or Stockholder Associated Person, the date on which each such
Company Security was acquired and the investment intent of such
acquisition, and any short interest (including any opportunity to profit
or share in any benefit from any decrease in the price of such stock or
other security) in any Company Securities of any such person,
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(B)
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the nominee holder for, and
number of, any Company Securities owned beneficially but not of record by
such stockholder, Proposed Nominee or Stockholder Associated
Person,
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(C)
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whether and the extent to
which such stockholder, Proposed Nominee or Stockholder Associated Person,
directly or indirectly (through brokers, nominees or otherwise), is
subject to or during the last six months has engaged in any hedging,
derivative or other transaction or series of transactions or entered into
any other agreement, arrangement or understanding (including any short
interest, any borrowing or lending of securities or any proxy or voting
agreement), the effect or intent of which is to (I) manage risk or benefit
of changes in the price of (x) Company Securities or (y) any security of
any other registered closed-end fund (a Peer Group Company) for such
stockholder, Proposed Nominee or Stockholder Associated Person or (II)
increase or decrease the voting power of such stockholder, Proposed
Nominee or Stockholder Associated Person in the Corporation or any
affiliate thereof (or, as applicable, in any Peer Group Company)
disproportionately to such persons economic interest in the Company
Securities (or, as applicable, in any Peer Group Company) and
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(D)
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any substantial interest,
direct or indirect (including, without limitation, any existing or
prospective commercial, business or contractual relationship with the
Corporation), by security holdings or otherwise, of such stockholder,
Proposed Nominee or Stockholder Associated Person, in the Corporation or
any affiliate thereof, other than an interest arising from the ownership
of Company Securities where such stockholder, Proposed Nominee or
Stockholder Associated Person receives no extra or special benefit not
shared on a pro rata basis by all other holders of the same class or
series;
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C-2
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(iv)
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as to
the stockholder giving the notice, any Stockholder Associated Person with
an interest or ownership referred to in clauses (ii) or (iii) of this
paragraph (3) of this Section 11(a) and any Proposed Nominee,
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(A)
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the name and
address of such stockholder, as they appear on the Corporations stock
ledger, and the current name and business address, if different, of each
such Stockholder Associated Person and any Proposed Nominee
and
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(B)
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the investment
strategy or objective, if any, of such stockholder and each such
Stockholder Associated Person who is not an individual and a copy of the
prospectus, offering memorandum or similar document, if any, provided to
investors or potential investors in such stockholder and each such
Stockholder Associated Person; and
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(v)
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to the
extent known by the stockholder giving the notice, the name and address of
any other stockholder supporting the nominee for election or reelection as
a Director or the proposal of other business on the date of such
stockholders notice.
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(4)
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Such
stockholders notice shall, with respect to any Proposed Nominee, be
accompanied by a certificate executed by the Proposed Nominee (i)
certifying that such Proposed Nominee (a) is not, and will not become a
party to, any agreement, arrangement or understanding with any person or
entity other than the Corporation in connection with service or action as
a Director that has not been disclosed to the Corporation and (b) will
serve as a Director of the Corporation if elected; and (ii) attaching a
completed Proposed Nominee questionnaire (which questionnaire shall be
provided by the Corporation, upon request, to the stockholder providing
the notice and shall include all information relating to the Proposed
Nominee that would be required to be disclosed in connection with the
solicitation of proxies for the election of the Proposed Nominee as a
Director in an election contest (even if an election contest is not
involved), or would otherwise be required in connection with such
solicitation, in each case pursuant to Regulation 14A (or any successor
provision) under the Exchange Act and the rules thereunder, or would be
required pursuant to the rules of any national securities exchange or
over-the-counter market).
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(5)
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Notwithstanding anything in this subsection (a) of this Section 11
to the contrary, in the event that the number of Directors to be elected
to the Board of Directors is increased, and there is no public
announcement of such action at least 130 days prior to the first
anniversary of the date of the proxy statement for the preceding years
annual meeting, a stockholders notice required by this Section 11(a)
shall also be considered timely, but only with respect to nominees for any
new positions created by such increase, if it shall be delivered to the
Secretary at the principal executive office of the Corporation not later
than 5:00 p.m., Eastern Time, on the tenth day following the day on which
such public announcement is first made by the Corporation.
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(6)
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For
purposes of this Section 11, Stockholder Associated Person of any
stockholder means (i) any person acting in concert with such stockholder,
(ii) any beneficial owner of shares of stock of the Corporation owned of
record or beneficially by such stockholder (other than a stockholder that
is a depositary) and (iii) any person that directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is under
common control with, such stockholder or such Stockholder Associated
Person.
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C-3
(b)
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Special
Meetings of Stockholders. Only such business shall be conducted at a
special meeting of stockholders as shall have been brought before the
meeting pursuant to the Corporations notice of meeting. Nominations of
individuals for election to the Board of Directors may be made at a
special meeting of stockholders at which Directors are to be elected only
(i) by or at the direction of the Board of Directors or (ii) provided that
the special meeting has been called in accordance with Section 3 of this
Article II for the purpose of electing Directors, by any stockholder of
the Corporation who is a stockholder of record both at the time of giving
of notice provided for in this Section 11 and at the time of the special
meeting, who is entitled to vote at the meeting in the election of each
individual so nominated and who has complied with the notice procedures
set forth in this Section 11. In the event the Corporation calls a special
meeting of stockholders for the purpose of electing one or more
individuals to the Board of Directors, any such stockholder may nominate
an individual or individuals (as the case may be) for election as a
Director as specified in the Corporations notice of meeting, if the
stockholders notice, containing the information required by paragraph
(a)(3) of this Section 11, shall be delivered to the Secretary at the
principal executive office of the Corporation not earlier than the 120th
day prior to such special meeting and not later than 5:00 p.m., Eastern
Time, on the later of the 90th day prior to such special meeting or the
tenth day following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by the Board
of Directors to be elected at such meeting. The public announcement of a
postponement or adjournment of a special meeting shall not commence a new
time period for the giving of a stockholders notice as described
above.
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(c)
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General. (1) If information submitted pursuant to this Section 11
by any stockholder proposing a nominee for election as a Director or any
proposal for other business at a meeting of stockholders shall be
inaccurate in any material respect, such information may be deemed not to
have been provided in accordance with this Section 11. Any such
stockholder shall notify the Corporation of any inaccuracy or change
(within two Business Days of becoming aware of such inaccuracy or change)
in any such information. Upon written request by the Secretary or the
Board of Directors, any such stockholder shall provide, within five
Business Days of delivery of such request (or such other period as may be
specified in such request), (A) written verification, satisfactory, in the
discretion of the Board of Directors or any authorized officer of the
Corporation, to demonstrate the accuracy of any information submitted by
the stockholder pursuant to this Section 11, and (B) a written update of
any information submitted by the stockholder pursuant to this Section 11
as of an earlier date. If a stockholder fails to provide such written
verification or written update within such period, the information as to
which written verification or a written update was requested may be deemed
not to have been provided in accordance with this Section 11.
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(2)
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Only such
individuals who are nominated in accordance with this Section 11 shall be
eligible for election by stockholders as Directors, and only such business
shall be conducted at a meeting of stockholders as shall have been brought
before the meeting in accordance with this Section 11. The chairman of the
meeting shall have the power to determine whether a nomination or any
other business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with this Section
11.
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(3)
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Public
announcement shall mean disclosure (i) in a press release reported by the
Dow Jones News Service, Associated Press, Business Wire, PR Newswire or
other widely circulated news or wire service or (ii) in a document
publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to the Exchange Act.
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C-4
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(4)
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Notwithstanding the
foregoing provisions of this Section 11, a stockholder shall also comply
with all applicable requirements of state law and of the Exchange Act and
the rules and regulations thereunder with respect to the matters set forth
in this Section 11. Nothing in this Section 11 shall be deemed to affect
any right of a stockholder to request inclusion of a proposal in, or the
right of the Corporation to omit a proposal from, the Corporations proxy
statement pursuant to Rule 14a-8 (or any successor provision) under the
Exchange Act. Nothing in this Section 11 shall require disclosure of
revocable proxies received by the stockholder or Stockholder Associated
Person pursuant to a solicitation of proxies after the filing of an
effective Schedule 14A by such stockholder or Stockholder Associated
Person under Section 14(a) of the Exchange Act.
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C-5
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blank.
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 20, 2012
and
proxy
statement
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Choose
MLink
SM
for fast, easy and secure 24/7
online access to your future proxy materials, investment plan statements, tax
documents and more. Simply log on to
Investor ServiceDirect
®
at
http://www.cpushareownerservices.com/
where step-by-step instructions will prompt you through
enroll
ment.
YOUR VOTE IS
IMPORTANT
Please
date and sign this proxy on the reverse side and return it in the enclosed
envelope to:
Proxy
Tabulator
P.O. BOX 3550
SOUTH HACKENSACK, NJ 07606-9250
Shareholder Services has been engaged to forward the enclosed proxy material and
to tabulate proxies returned by
mail.
▼
FOLD AND DETACH HERE
▼
PROXY MANAGED HIGH YIELD PLUS FUND
INC.
Annual Meeting of Shareholders
September 20, 2012
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), hereby appoints Keith A Weller and Eric Sanders, 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 20, 2012 at 10:00 a.m., Eastern time, on
the 12th Floor of the UBS Building located at 1285 Avenue of the Americas, New
York, New York 10019-6028, 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 Class
III 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.
Address Change/Comments
(Mark
the corresponding box on the reverse side)
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SHAREOWNER SERVICES
P.O. BOX 3550
SOUTH
HACKENSACK, NJ 07606-9250
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RESTRICTED AREA -
SCAN LINE
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CONTINUED AND
TO BE SIGNED ON REVERSE SIDE
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WO#
00000
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RESTRICTED AREA -
SIGNATURE LINE
MANAGED HIGH
YIELD
PLUS
FUND INC.
WO#
00000
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▼
FOLD AND DETACH HERE
▼
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Please mark your
votes as
indicated in this example
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X
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Election of
Class III Directors – The Board of Directors recommends a vote
FOR
the listed nominees.
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FOR
ALL
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WITHHOLD
FOR ALL
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*EXCEPTIONS
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1. To
elect as Class
III
directors:
Nominees:
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c
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c
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c
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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.
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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01 Bernard H. Garil
02
Heather R. Higgins
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(INSTRUCTIONS: To withhold
authority to vote for any individual nominee, mark the Exceptions box
above and write that nominees name in the space provided
below.)
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Mark Here for
Address
Change
or Comments
SEE
REVERSE
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c
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RESTRICTED AREA - SCAN LINE
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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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Signature
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Signature (if held jointly)
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Date
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(Title or Authority)
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(Title or
Authority)
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