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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Managed High Yield Plus Fund, Inc. | NYSE:HYF | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.88 | 0 | 01:00:00 |
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
[ ]
Check the appropriate box:
[ ] | Preliminary Proxy Statement | |
[ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
[X] | Definitive Proxy Statement | |
[ ] | Definitive Additional Materials | |
[ ] | Soliciting Material Under Rule 14a-12 | |
Managed High Yield Plus Fund Inc. | ||
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(Name of Registrant as Specified In Its Charter) | ||
Payment of Filing Fee (Check the appropriate box): | ||
[X] | No fee required. | |
[ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | |
1) | Title of each class of securities to which transaction applies: | |
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2) | Aggregate number of securities to which transaction applies: | |
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3) | 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) | Proposed maximum aggregate value of transaction: | |
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5) | 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. | ||
1) | Amount Previously Paid: | ||
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2) | Form, Schedule or Registration Statement No.: | ||
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3) | Filing Party: | ||
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4) | Date Filed: | ||
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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
18, 2008 at 10:00 a.m., Eastern time, on the 16th Floor of the CBS Building located
at 51 West 52nd Street, New York, New York 10019-6114 for the following purposes:
(1) | To elect six (6) directors to serve until the annual meeting of shareholders in 2009 and until their successors are elected and qualified or until they resign or are otherwise removed; and | |
(2) | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. |
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 18, 2008. 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 28, 2008
51 West 52nd Street
New York, New York 10019-6114
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. |
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Instructions for signing proxy cards
The following general guidelines for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund in validating your vote if you fail
to sign your proxy card properly.
1.
Individual
accounts:
Sign your name exactly as it appears in the registration on the proxy
card.
2.
Joint accounts:
Either party may
sign, but the name of the party signing should conform exactly to the name shown
in the registration on the proxy card.
3.
All other accounts:
The capacity
of the individual signing the proxy card should be indicated unless it is reflected
in the form of registration. For example:
Registration | Valid signature | |||||
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Corporate accounts | ||||||
(1) | ABC Corp. | ABC Corp. | ||||
John Doe, treasurer | ||||||
(2) | ABC Corp. | John Doe, treasurer | ||||
(3) | ABC Corp. c/o John Doe, treasurer | John Doe | ||||
(4) | ABC Corp. profit sharing plan | John Doe, trustee | ||||
Partnership accounts | ||||||
(1) | The XYZ partnership | Jane B. Smith, partner | ||||
(2) | Smith and Jones, limited partnership | Jane B. Smith, general partner | ||||
Trust accounts | ||||||
(1) | ABC trust account | Jane B. Doe, trustee | ||||
(2) | Jane B. Doe, trustee u/t/d 12/18/78 | Jane B. Doe | ||||
Custodial or estate accounts | ||||||
(1) | John B. Smith, Cust. f/b/o | |||||
John B. Smith, Jr. UGMA/UTMA | John B. Smith | |||||
(2) | Estate of John B. Smith | John B. Smith, Jr., executor |
Managed High Yield Plus Fund Inc.
51 West 52nd Street
New York, New York 10019-6114
Proxy statement
Annual
meeting of shareholders to be held on September 18, 2008
This proxy statement
is furnished to the shareholders of Managed High Yield Plus Fund Inc. (the Fund) in connection with the board of directors solicitation of proxies to
be used at the annual meeting of the shareholders of the Fund to be held on September
18, 2008, at 10:00 a.m., Eastern time, on the 16th Floor of the CBS Building located
at 51 West 52nd Street, New York, New York 10019-6114, or any adjournment or postponement
thereof. This proxy statement and the related proxy card will first be mailed to
shareholders on or about July 30, 2008.
A majority of the shares outstanding
on July 18, 2008, represented in person or by proxy, must be present for the transaction
of business at the meeting. In the event that a quorum is not present at the annual
meeting, or if a quorum is present at the annual meeting but sufficient votes to
approve any of the proposals are not received, the chairman of the meeting or the
persons named as proxies may propose one or more adjournments of the annual meeting
to permit further solicitation of proxies. If submitted to shareholders, any such
adjournment will require the affirmative vote of holders of a majority of those
shares represented at the annual meeting in person or by proxy (or a majority of
votes cast if a quorum is present). A shareholder vote may be taken on one or more
of the proposals in this proxy statement prior to any such adjournment if sufficient
votes have been received and it is otherwise appropriate.
Broker non-votes are
proxies for shares held in street name for which the broker indicates that instructions
have not been received from the beneficial owners or other persons entitled to vote
and for which the broker does not have discretionary voting authority. Abstentions
and broker non-votes will be counted as shares present for purposes of determining
whether a quorum is present but will not be voted for or against any proposal. Abstentions
and broker non-votes will have no effect on Proposal 1, for which the required vote
is a plurality of the votes cast on the matter.
The individuals named as proxies
on the enclosed proxy card will vote in accordance with your direction as indicated
thereon if your proxy card is received properly executed by you or by your duly
appointed agent or attorney-in-fact. If you give no voting instructions, your shares
will be voted FOR the six nominees for director named herein and, in the proxies discretion, either FOR or AGAINST any other business that may properly be
presented at the annual meeting. You may revoke any proxy card by giving another
proxy or by submitting a written notice of revocation to the Funds Secretary,
care of UBS Global Asset Management (Americas) Inc., at 51 West 52nd Street, New
York, New York 10019-6114. 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 18, 2008, the
Fund had 61,215,751 shares of common stock outstanding. The solicitation of proxies,
the cost of which will be borne by the Fund, will be made primarily by mail but
also may include telephone and oral communications by regular employees of UBS Global
Asset Management (Americas) Inc. (UBS Global AM) or UBS Financial Services
Inc., who will not receive any compensation therefor from the Fund. Each full share
of the Fund outstanding is entitled to one vote, and each fractional share of the
Fund outstanding is entitled to a proportionate share of one vote.
UBS Global
AM serves as the Funds investment advisor and administrator. UBS Global AM
is an indirect wholly owned asset management subsidiary of UBS AG. UBS AG is an
internationally diversified organization with headquarters in Zurich and Basel,
Switzerland. UBS AG operates in many areas of the financial services industry. Principal
business offices of UBS Global AM are located at 51 West 52nd Street, New York,
New York 10019-6114 and at One North Wacker Drive, Chicago, Illinois 60606. The
principal business address of UBS AG is Bahnhofstrasse 45, Zurich, Switzerland.
The Funds annual report containing financial statements for the fiscal year
ended May 31, 2008, is being mailed to shareholders concurrently with this proxy
statement.
Proposal 1. Election of directors
Proposal 1 relates to the election
of directors of the Fund. Management proposes the election of the six nominees named
in the table below. Each nominee has indicated his or her willingness to serve if
elected. If elected, each nominee will hold office until the next annual meeting
of shareholders and until his or her successor is elected and qualified, or until
he or she resigns or is otherwise removed. Each of the nominees was last elected
director at an Annual Meeting of Shareholders held on September 20, 2007. Unless
you give contrary instructions on the enclosed proxy card, your shares will be voted
FOR the election of all six nominees. If any of the nominees should withdraw or
otherwise become unavailable for election, your shares will be voted FOR such other
nominee or nominees as management may recommend.
Directors, including those who
are not interested persons of the Fund as that term is defined in the
Investment Company Act of 1940, as amended (1940 Act) (Independent
Directors), shall be elected by a plurality
of votes cast in person or by proxy and entitled to vote thereon,
provided a quorum is present. Proxies cannot be voted for a greater number of persons
than the number of nominees named. None of the current directors and executive
officers (19 persons) beneficially owned any shares of the Funds common
stock on July 15, 2008.
2
Listed in the table below, for each nominee, is a brief description of the nominees experience as a director of the Fund and as a director or trustee of other funds, as well as other recent professional experience.
Term of | ||||||||||
Position(s) | office* and | Number of portfolios | ||||||||
held with | length of | Principal occupation(s) | in Fund complex | Other directorships | ||||||
Name, address, and age | Fund | time served | during past 5 years | overseen by nominee | held by nominee | |||||
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Interested director: | ||||||||||
Meyer Feldberg;
66
Morgan Stanley 1585 Broadway 33rd Floor New York, NY 10036 |
Director | Since 1998 | Professor Feldberg is a Dean Emeritus and Professor of Leadership and Ethics at Columbia Business School, although on an extended leave of absence. He is also a senior advisor to Morgan Stanley (financial services) (since March 2005). Professor Feldberg also serves as President of New York City Global Partners (an organization located in part of the Office of the Mayor of the City of New York that promotes interaction with other cities around the world) (since May 2007). Prior to July 2004, he was Dean and Professor of Leadership and Ethics of the Graduate School of Business at Columbia University (since 1989). | Professor Feldberg is a director or trustee of 30 investment companies (consisting of 62 portfolios) for which UBS Global AM or one of its affiliates serves as investment advisor, sub-advisor or manager. | Professor Feldberg is also a director of Primedia Inc. (publishing), Macys, Inc. (operator of department stores), Revlon, Inc. (cosmetics), SAPPI, Ltd. (producer of paper) and the New York City Ballet. | |||||
Independent directors: | ||||||||||
Richard Q.
Armstrong; 73
c/o Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019-6099 |
Director and Chairman of the Board of Directors | Since 1998 (Director); Since 2004 (Chairman of the Board of Directors) | 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 is a director or trustee of 17 investment companies (consisting of 49 portfolios) for which UBS Global AM or one of its affiliates serves as investment advisor, sub-advisor or manager. | None |
3
Term of | ||||||||||
Position(s) | office* and | Number of portfolios | ||||||||
held with | length of | Principal occupation(s) | in Fund complex | Other directorships | ||||||
Name, address, and age | Fund | time served | during past 5 years | overseen by nominee | held by nominee | |||||
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Alan S. Bernikow;
67
207 Benedict Ave. Staten Island, NY 10314 |
Director | Since 2006 | 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. | Mr. Bernikow is a director or trustee of 17 investment companies (consisting of 49 portfolios) for which UBS Global AM or one of its affiliates serves as investment advisor, sub-advisor or manager. | Mr. Bernikow is also a director of Revlon, Inc. (cosmetics) (and serves as the chair of its audit committee and as a member of its nominating and corporate governance committee), a director of Mack-Cali Realty Corporation (real estate investment trust) (and serves as the chair of its audit committee) and a director of the Casual Male Retail Group, Inc. (menswear) (and serves as a member of its audit committee and nominating and corporate governance committees). | |||||
Richard R.
Burt; 61
McLarty Associates 900 17th Street N.W. Washington, D.C. 20006 |
Director | Since 1998 | Mr. Burt is a senior advisor to McLarty Associates (a consulting firm) (since April 2007) and chairman of IEP Advisors (international investments and consulting firm). Prior to April 2007, he was chairman of Diligence Inc. (information and risk firm). | Mr. Burt is a director or trustee of 17 investment companies (consisting of 49 portfolios) for which UBS Global AM or one of its affiliates serves as investment advisor, sub-advisor or manager. | Mr. Burt is also a director of The Central European Fund, Inc., The Germany Fund, Inc., The New Germany Fund, Inc., IGT, Inc. (provides technology to gaming and wagering industry) and The Protective Group, Inc. (produces armor products). | |||||
Bernard H.
Garil; 68
6754 Casa Grande Way Delray Beach, FL 33446 |
Director | Since 2006 | 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). | Mr. Garil is a director or trustee of 17 investment companies (consisting of 49 portfolios) for which UBS Global AM or one of its affiliates serves as investment advisor, sub-advisor or manager. | Mr. Garil is also a director of OFI Trust Company (commercial trust company) and a trustee for the Brooklyn College Foundation, Inc. (charitable foundation). |
4
Term of | ||||||||||
Position(s) | office* and | Number of portfolios | ||||||||
held with | length of | Principal occupation(s) | in Fund complex | Other directorships | ||||||
Name, address, and age | Fund | time served | during past 5 years | overseen by nominee | held by nominee | |||||
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Heather R.
Higgins; 48
255 E. 49th St., Suite 23D New York, NY 10017 |
Director | Since 2006 | Ms. Higgins is the president and director of The Randolph Foundation (charitable foundation) (since 1991). Ms. Higgins also serves on the boards of several non-profit charitable groups, including the Independent Womens Forum (chairman) and the Philanthropy Roundtable (vice chairman). She has also served on the board of the Hoover Institution (executive committee) (19952000 and 20012007). | Ms. Higgins is a director or trustee of 17 investment companies (consisting of 49 portfolios) for which UBS Global AM or one of its affiliates serves as investment advisor, sub-advisor or manager. | None |
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* | Each director holds office until the next annual meeting of shareholders and until his or her successor is elected and qualified, or until he or she resigns or is otherwise removed. Each director who has attained the age of seventy-five (75) years will be subject to retirement on the last day of the month in which he or she attains such age. | |
| 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. |
5
Information about nominee beneficial ownership of fund shares
Dollar range | Aggregate dollar range of equity securities in all | |||
of equity | registered investment companies overseen by nominee | |||
securities | for which UBS Global AM or an affiliate serves as | |||
Nominee | in Fund | investment advisor, sub-advisor or manager | ||
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Interested director: | ||||
Meyer Feldberg | None | Over $100,000 | ||
Independent directors: | ||||
Richard Q. Armstrong | None | Over $100,000 | ||
Alan S. Bernikow | None | Over $100,000 | ||
Richard R. Burt | None | Over $100,000 | ||
Bernard H. Garil | None | Over $100,000 | ||
Heather R. Higgins | None | Over $100,000 |
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| Information regarding ownership of shares of the Fund and of shares in all registered investment companies overseen by nominee for which UBS Global AM or an affiliate serves as investment advisor, sub-advisor or manager is as of June 30, 2008. |
As of December 31, 2007, the Independent
Directors or their immediate family members did not own any securities issued by
UBS Global AM or any company controlling, controlled by or under common control
with UBS Global AM.
The board of directors of the Fund met six times during the
fiscal year ended May 31, 2008. 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 2007.
The board has established an Audit Committee
that acts pursuant to a written charter (Audit Committee Charter) and
is responsible for, among other things, (i) overseeing the scope of the Funds
audit, (ii) overseeing the Funds accounting and financial reporting policies,
practices and internal controls; and (iii) approving, and recommending to the board
for ratification, the selection, appointment, retention or termination of the Funds independent registered public accounting firm, as well as determining the
compensation thereof. The Audit Committee Charter is available on UBS Global AMs Web site at http://www.ubs.com/1/e/globalam/america/individual_investors/closed_end.html,
and a copy of the charter is attached as Exhibit A. In furtherance of its duties,
the Audit Committee also is responsible for, among other things: receiving reports
from the Funds independent registered public accounting firm regarding its
independence and discussing any disclosed relationships or services that may diminish
the objectivity and independence of the independent registered public accounting
firm; inquiring of UBS Global AM and the Funds independent registered public
accounting firm as to the Funds qualification under Subchapter M of the Internal
Revenue Code and the amounts distributed and reported to shareholders; and reviewing
with the independent registered public accounting firm 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
6
principles. In fulfilling their responsibilities
under the Funds Audit Committee Charter, it is recognized that (i) the members
of the Audit Committee are not full-time employees of the Fund; (ii) it is not the
duty or the responsibility of the Audit Committee or its members to conduct field
work or any other types of auditing and accounting reviews or procedures or
to set auditor independence standards; and (iii) each member of the Audit Committee
shall be entitled to rely on: (a) the integrity of those persons within or outside
of the Fund from whom he or she receives information; (b) the accuracy of the financial
and other information provided to the Committee absent actual knowledge to the contrary
(which shall be promptly reported to the Board); and (c) statements made by the
officers and employees of the Fund, UBS Global AM or other third parties as to any
information technology, internal audit and other non-audit services provided by
the independent registered public accounting firm to the Fund. The review of the
Funds financial statements by the Funds Audit Committee is not of the
same quality as the audit performed by the independent registered public accounting
firm.
None of the members of the Audit Committee has any relationship to the
Fund that may interfere with the exercise of his or her independence from management
or the Fund, and each is independent as defined under the listing standards of the
New York Stock Exchange (NYSE) applicable to closed-end funds.
Each member of the Funds Audit Committee is also a member of a similar committee
established by the boards of certain other investment companies for which UBS Global
AM or an affiliate serves as investment advisor, sub-advisor or manager. The Audit
Committee met six times during the fiscal year ended May 31, 2008, and each member
attended 75% or more of those meetings.
The Funds Audit Committee has:
(a) reviewed and discussed the Funds audited financial statements with management;
(b) discussed with the independent registered public accounting firm the matters
required to be discussed by Statement on Auditing Standards No. 61, as amended,
as adopted by the Public Company Accounting Oversight Board (PCAOB)
in Rule 3200T; (c) received written disclosures and the letter from the independent
registered public accounting firm required by Independence Standards Board Standard
No. 1, as adopted by the PCAOB in Rule 3600T, and has discussed with the independent
registered public accounting firm its independence; and (d) based upon its review
of the above, recommended to the board that the Funds audited financial statements
be included in the Funds annual report to shareholders for the fiscal year
ended May 31, 2008. The members of the Audit Committee are Richard Q. Armstrong,
Alan S. Bernikow, Richard R. Burt, Bernard H. Garil and Heather R. Higgins.
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 once during the fiscal year ended May 31, 2008, and each member
attended that meeting.
7
In nominating candidates, the Nominating
and Corporate Governance Committee believes that no specific qualifications or disqualifications
are controlling or paramount, or that specific qualities or skills are necessary
for each candidate to possess. In identifying and evaluating nominees for director,
the Nominating and Corporate Governance Committee takes into consideration such
factors as it deems appropriate. These factors may include: (i) whether or not the
person is an interested person as defined in the 1940 Act, meets the
independence and experience requirements of the NYSE applicable to closed-end funds
and is otherwise qualified under applicable laws and regulations to serve as a member
of the board; (ii) whether or not the person has any relationships that might impair
his or her independence, such as any business, financial or family relationships
with Fund management, the investment advisor and/or sub-advisors of the Fund, Fund
service providers or their affiliates; (iii) whether or not the person is willing
to serve, and willing and able to commit the time necessary for the performance
of the duties of a board member; (iv) the persons judgment, skill, diversity
and experience with investment companies and other organizations of comparable purpose,
complexity and size and subject to similar legal restrictions and oversight; (v)
the interplay of the candidates experience with the experience of other board
members; and (vi) the extent to which the candidate would be a desirable addition
to the board and any committees thereof.
The Nominating and Corporate Governance
Committee will consider nominees recommended by shareholders if a vacancy occurs.
In order to recommend a nominee, a shareholder should send a letter to the chairperson
of the Nominating and Corporate Governance Committee, Mr. Richard Burt, care of
the Secretary of the Fund at UBS Global Asset Management (Americas) Inc., 51 West
52nd Street, New York, New York 10019-6114 and indicate on the envelope Nominating
and Corporate Governance Committee. The shareholders letter should state
the nominees name and should include the nominees
resumé
or
curriculum vitae
, and must be accompanied by a written consent of the individual
to stand for election if nominated by the board and to serve if elected by shareholders.
The board does not have a standing compensation committee. Shareholders can send
other communications to the board care of its Chairman at the following address:
Mr. Richard Q. ArmstrongUBS Funds, c/o Willkie Farr & Gallagher LLP,
787 Seventh Avenue, New York, NY 10019.
Prior to January 1, 2008, each Independent
Director received, in the aggregate from the UBS Global AM funds he or she oversees,
an annual retainer of $95,000, and a $13,000 fee for each regular joint board meeting
of the boards of those funds (and each in-person special joint board meeting of
the boards of those funds) actually attended. Effective January 1, 2008, each Independent
Director receives, in the aggregate from the UBS Global AM funds he or she oversees,
an annual retainer of $100,000 and a $15,000 fee for each regular joint board meeting
of the boards of those funds (and each in person special joint board meeting of
the boards of those funds) actually attended. Independent Directors who participate
in previously scheduled in-person joint meetings 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 Funds 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 boards Chairman receives annually an additional
$50,000; the chairperson of the Audit Committee receives annually an additional
$35,000; and the chairperson of the Nominating and Corporate Governance
8
Committee receives annually an additional
$25,000 provided that, if a board member simultaneously holds more than one such
position, he or she is paid only the higher of the fees otherwise payable for these
positions. Independent Directors who are also members of the Audit Committee and/or
Nominating and Corporate Governance Committee are paid $2,000 for each such meeting
actually attended, provided that such meeting is not held in conjunction with a
regularly scheduled board meeting. The foregoing fees are allocated among all such
funds (or each relevant fund in the case of a special meeting) as follows: (i) one-half
of the expense is allocated
pro rata
based on the funds relative net
assets at the end of the calendar quarter preceding the date of payment and (ii)
one-half of the expense is allocated according to the number of such funds. No officer,
director or employee of UBS Global AM or one of its affiliates presently receives
any compensation from the funds for acting as a board member or officer. All board
members are reimbursed for expenses incurred in attending meetings. Professor Feldberg,
an interested person of the Fund, is compensated by UBS Global AM.
Each director
who has attained the age of seventy-five (75) years will be subject to retirement
on the last day of the month in which he or she attains such age. The table below
includes certain information relating to the compensation of the Funds directors.
Professor Feldberg, an interested person of the Fund, is compensated
by UBS Global AM with respect to those funds for which UBS Global AM serves as advisor,
sub-advisor or manager.
Compensation table
Total | |||||||
Aggregate | compensation | ||||||
compensation | from the Fund | ||||||
from the | and the Fund | ||||||
Name of person, position | Fund* | Complex** | |||||
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Richard Q. Armstrong, director | $ | 4,350 | $ | 219,000 | |||
Alan S. Bernikow, director | 4,115 | 204,000 | |||||
Richard R. Burt, director | 3,990 | 198,000 | |||||
Meyer Feldberg, director | 0 | 135,000 | |||||
Bernard H. Garil, director | 3,598 | 173,000 | |||||
Heather R. Higgins, director | 3,598 | 173,000 |
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| Only Independent Directors are compensated by the funds for which UBS Global AM serves as investment advisor, sub-advisor or manager; directors who are interested persons, as defined in the 1940 Act, do not receive compensation from the UBS Global AM funds. | |
| Professor Feldberg is an interested person of the Fund by virtue of his position as senior advisor with Morgan Stanley. As such, Professor Feldberg is not compensated by the funds for which UBS Global AM serves as investment advisor, sub-advisor or manager. The compensation amounts listed in the compensation table for Professor Feldberg represent only 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. Professor Feldberg is compensated by UBS Global AM with respect to his service on the Funds board. | |
* | Represents fees paid to each director during the fiscal year ended May 31, 2008. | |
** | Represents fees paid during the calendar year ended December 31, 2007 to each board member by: (a) 17 investment companies in the case of Messrs. Armstrong, Bernikow, Burt and Garil and Ms. Higgins; and (b) 30 investment companies in the case of Professor Feldberg for which UBS Global AM or one of its affiliates served as investment advisor, sub-advisor or manager. No fund within the UBS fund complex has a bonus, pension, profit sharing or retirement plan. |
9
Information concerning independent registered public accounting firm
The Funds financial statements for the fiscal year
ended May 31, 2008, 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,
2009. 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, 2008 and May 31, 2007 were approximately $53,500 and $53,500, respectively.
Fees included in the audit fees category are those associated with the annual audits
of financial statements and services that are normally provided in connection with
statutory and regulatory filings.
Audit-related fees
The aggregate
audit-related fees billed by Ernst & Young for services rendered to the Fund
that are reasonably related to the performance of the audits of the financial statements,
but not reported as audit fees, were approximately $3,667 and $22,773, respectively,
in each of the fiscal years ended May 31, 2008 and May 31, 2007.
Fees included
in the audit-related fees category are those associated with (1) the reading and
providing of comments on the 2007 and 2006 semiannual financial statements, (2)
review of the consolidated 2006 and 2005 reports on the profitability of the UBS
funds to UBS Global AM and its affiliates
to assist the board members in their annual advisory/administration contract reviews
and (3) agreed-upon procedures for a revolving line of credit for the Funds
fiscal year ended 2006.
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, 2008 and May 31,
2007 on behalf of (i) the Funds service providers that relate directly to
the operations and financial reporting of the Fund, or (ii) the Fund itself. There
were no audit-related fees required to be approved pursuant to paragraph (c)(7)(ii)
of Rule 2-01 of Regulation S-X during the fiscal years indicated above.
Tax
fees
The aggregate tax fees billed by Ernst & Young for services rendered
to the Fund for each of the fiscal years ended May 31, 2008 and May 31, 2007 were
approximately $15,950 and $15,500, respectively.
10
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, 2008 and May 31, 2007 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, 2008 and May 31, 2007, there were no fees billed by Ernst & Young for other
services provided to the Fund. 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, 2008 and May 31,
2007 on behalf of (i) the Funds service providers that relate directly to
the operations and financial reporting of the Fund, or (ii) the Fund itself. There
were no all other fees required to be approved pursuant to paragraph
(c)(7)(ii) of Rule 2-01 of Regulation S-X during the fiscal years indicated above.
The Audit Committee Charter contains the audit committees pre-approval
policies and procedures. Reproduced below is an excerpt from the Audit Committee
Charter regarding pre-approval policies and procedures:
The Audit Committee shall:
2. Pre-approve (a) all audit and permissible non-audit services 1 to be provided to the Fund and (b) all permissible non-audit services to be provided by the Funds independent auditors
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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. |
11
to UBS Global [Asset Management (Americas) Inc. (UBS Global [AM])] and any Covered Service Providers, if the engagement relates directly to the operations and financial reporting of the Fund. In carrying out this responsibility, the Committee shall seek periodically from UBS Global [AM] and from the independent auditors a list of such audit and permissible non-audit services that can be expected to be rendered to the Fund, UBS Global [AM] or any Covered Service Providers by the Funds independent auditors, and an estimate of the fees sought to be paid in connection with such services. The Committee may delegate its responsibility to pre-approve any such audit and permissible non-audit services to a sub-committee consisting of the Chairperson of the Committee and two other members of the Committee as the Chairperson, from time to time, may determine and appoint, and such sub-committee shall report to the Committee, at its next regularly scheduled meeting after the sub-committees meeting, its decision(s). From year to year, the Committee shall report to the Board whether this system of pre-approval has been effective and efficient or whether this Charter should be amended to allow for pre-approval pursuant to such policies and procedures as the Committee shall approve, including the delegation of some or all of the Committees pre-approval responsibilities to other persons (other than UBS Global [AM] or the Funds officers).
Aggregate non-audit fees
For the
fiscal years ended May 31, 2008 and May 31, 2007, the aggregate non-audit fees billed
by Ernst & Young of $224,526 and $38,273, respectively, included non-audit services
rendered on behalf of the Fund of $19,617 and $38,273, 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 $204,909 and $0, respectively.
The Audit Committee was not required to
consider whether the provision of non-audit services that were rendered to the Funds investment advisor (not including any sub-advisor whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
advisor), and any entity controlling, controlled by, or under common control with
the investment advisor that provides ongoing services to the Fund that were not
pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is
compatible with maintaining Ernst & Youngs independence.
|
||
Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, UBS Global and any service providers controlling, controlled by or under common control with UBS Global that provide ongoing services to the Fund (Covered Service Providers) constitutes not more than 5% of the total amount of revenues paid to the independent auditors (during the fiscal year in which the permissible non-audit services are provided) by (a) the Fund, (b) its investment advisor and (c) any entity controlling, controlled by, or under common control with the investment advisor that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit. |
12
Executive officers
Officers of the Fund
are appointed by the directors and serve at the pleasure of the board. None of the
Funds officers currently receives any compensation from the Fund. The executive
officers of the Fund are:
Term of office | Principal occupation(s) during past 5 years; | |||||
Position(s) held | and length of | number of portfolios in Fund complex | ||||
Name, address, and age | with the Fund | time served | for which person serves as officer | |||
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Joseph Allessie*; 42 | Vice President and Assistant Secretary | Since 2005 | Mr. Allessie is an executive director (since 2007) and deputy general counsel (since 2005) at UBS Global Asset Management (US) Inc. and UBS Global Asset Management (Americas) Inc. (collectively, UBS Global AMAmericas region). Prior to joining UBS Global AMAmericas region, he was senior vice president and general counsel of Kenmar Advisory Corp. (from 2004 to 2005). Prior to that Mr. Allessie was general counsel and secretary of GAM USA Inc., GAM Investments, GAM Services, GAM Funds, Inc. and the GAM Avalon Funds (from 1999 to 2004). Mr. Allessie is a vice president and assistant secretary of 21 investment companies (consisting of 105 portfolios) for which UBS Global AMAmericas region or one of its affiliates serves as investment advisor, sub-advisor or manager. | |||
Thomas Disbrow*; 42 | Vice President and Treasurer | Since 2000 (Vice President) Since 2004 (Treasurer) | Mr. Disbrow is an executive director (since 2007) (prior to which he was a director) (since 2000) and head of retail mutual fund operations and co-head of the US mutual fund treasury administration department (since September 2006) of UBS Global AMAmericas region. Mr. Disbrow is a vice president and treasurer and/or principal accounting officer of 21 investment companies (consisting of 105 portfolios) for which UBS Global AMAmericas region or one of its affiliates serves as investment advisor, sub-advisor or manager. |
13
Term of office | Principal occupation(s) during past 5 years; | |||||
Position(s) held | and length of | number of portfolios in Fund complex | ||||
Name, address, and age | with the Fund | time served | for which person serves as officer | |||
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Michael J. Flook*; 43 | Vice President and Assistant Treasurer | Since 2006 | Mr. Flook is an associate director and a senior manager of the US mutual fund treasury administration department of UBS Global AMAmericas region (since 2006). Prior to joining UBS Global AMAmericas region, he was a senior manager with The Reserve (asset management firm) from May 2005 to May 2006. Prior to that he was a senior manager with PFPC Worldwide since October 2000. Mr. Flook is a vice president and assistant treasurer of 21 investment companies (consisting of 105 portfolios) for which UBS Global AMAmericas region or one of its affiliates serves as investment advisor, sub-advisor or manager. | |||
Mark F. Kemper**; 50 | Vice President and Secretary | Since 2004 | Mr. Kemper is general counsel of UBS Global AMAmericas region (since 2004). Mr. Kemper also is a managing director of UBS Global AMAmericas region (since 2006). He was deputy general counsel of UBS Global Asset Management (Americas) Inc. (UBS Global AMAmericas) from July 2001 to July 2004. He has been secretary of UBS Global AMAmericas since 1999 and assistant secretary of UBS Global Asset Management Trust Company since 1993. Mr. Kemper is secretary of UBS Global AMAmericas region (since 2004). Mr. Kemper is vice president and secretary of 21 investment companies (consisting of 105 portfolios) for which UBS Global AMAmericas region or one of its affiliates serves as investment advisor, sub-advisor or manager. | |||
Joanne M. Kilkeary*; 40 | 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 21 investment companies (consisting of 105 portfolios) for which UBS Global AMAmericas region or one of its affiliates serves as investment advisor, sub-advisor or manager. |
14
Term of office | Principal occupation(s) during past 5 years; | |||||
Position(s) held | and length of | number of portfolios in Fund complex | ||||
Name, address, and age | with the Fund | time served | for which person serves as officer | |||
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Tammie Lee*; 37 | Vice President and Assistant Secretary | Since 2005 | Ms. Lee is a director and associate general counsel of UBS Global AMAmericas region (since 2005). Prior to joining UBS Global AMAmericas region, she was vice president and counsel at Deutsche Asset Management/Scudder Investments from 2003 to 2005. Prior to that she was assistant vice president and counsel at Deutsche Asset Management/Scudder Investments from 2000 to 2003. Ms. Lee is a vice president and assistant secretary of 21 investment companies (consisting of 105 portfolios) for which UBS Global AMAmericas region or one of its affiliates serves as investment advisor, sub-advisor or manager. | |||
Steven J. LeMire*; 38 | Vice President and Assistant Treasurer | Since 2007 | Mr. LeMire is a director and senior manager of the US mutual fund treasury administration department of UBS Global AMAmericas region (since October 2007). Prior to joining UBS Global AMAmericas region, he was an independent consultant with Third River Capital, LLC (formerly Two Rivers Capital, LLC) (from 2005 to 2007). Prior to that, he was vice president of operations and fund administration with Oberweis Asset Management, Inc. (from 1997 to 2005). Mr. LeMire is a vice president and assistant treasurer of 21 investment companies (consisting of 105 portfolios) for which UBS Global AMAmericas region or one of its affiliates serves as investment advisor, sub-advisor or manager. | |||
Joseph McGill*; 46 | Vice President and Chief Compliance Officer | Since 2004 | Mr. McGill is managing director (since 2006) and chief compliance officer (since 2003) at UBS Global AMAmericas region. Prior to joining UBS Global AMAmericas region, he was assistant general counsel at J.P. Morgan Investment Management (from 1999 to 2003). Mr. McGill is a vice president and chief compliance officer of 21 investment companies (consisting of 105 portfolios) for which UBS Global AMAmericas region or one of its affiliates serves as investment advisor, sub-advisor or manager. |
15
Term of office | Principal occupation(s) during past 5 years; | |||||
Position(s) held | and length of | number of portfolios in Fund complex | ||||
Name, address, and age | with the Fund | time served | for which person serves as officer | |||
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Nancy D. Osborn*; 42 | Vice President and Assistant Treasurer | Since 2007 | Mrs. Osborn is an associate director and a senior manager of the US mutual fund treasury administration department of UBS Global AMAmericas region (since 2006). Prior to joining UBS Global AMAmericas region, she was an Assistant Vice President with Brown Brothers Harriman since April 1996. Mrs. Osborn is a vice president and assistant treasurer of 21 investment companies (consisting of 105 portfolios) for which UBS Global AMAmericas region or one of its affiliates serves as investment advisor, sub-advisor or manager. | |||
Eric Sanders*; 42 | Vice President and Assistant Secretary | Since 2005 | Mr. Sanders is a director and associate general counsel of UBS Global AMAmericas region (since 2005). From 1996 until June 2005, he held various positions at Fred Alger & Company, Incorporated, the most recent being assistant vice president and associate general counsel. Mr. Sanders is a vice president and assistant secretary of 21 investment companies (consisting of 105 portfolios) for which UBS Global AMAmericas region or one of its affiliates serves as investment advisor, sub-advisor or manager. |
16
Term of office | Principal occupation(s) during past 5 years; | |||||
Position(s) held | and length of | number of portfolios in Fund complex | ||||
Name, address, and age | with the Fund | time served | for which person serves as officer | |||
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Andrew Shoup*; 51 | Vice President and Chief Operating Officer | Since 2006 | Mr. Shoup is a managing director and senior member of the global treasury administration department of UBS Global AMAmericas region (since July 2006). Prior to joining UBS Global AMAmericas region, he was chief administrative officer for the Legg Mason Partners Funds (formerly Smith Barney, Salomon Brothers, and CitiFunds mutual funds) from November 2003 to July 2006. Prior to that, he held various positions with Citigroup Asset Management and related companies with their domestic and offshore mutual funds since 1993. Additionally, he has worked for another mutual fund complex as well as spending eleven years in public accounting. Mr. Shoup is a vice president and chief operating officer of 21 investment companies (consisting of 105 portfolios) for which UBS Global AMAmericas region or one of its affiliates serves as investment advisor, sub-advisor or manager. | |||
Kai R. Sotorp**; 49 | President | Since 2006 | Mr. Sotorp is the HeadAmericas for UBS Global Asset Management (since 2004); a member of the UBS Group Managing Board (since 2003), and a member of the UBS Global Asset Management Executive Committee (since 2001) and a member of the board of Adams Street Partners, LLC (since 2008). Prior to his current role, Mr. Sotorp was head of UBS Global Asset ManagementAsia Pacific (20022004), covering Australia, Japan, Hong Kong, Singapore and Taiwan; head of UBS Global Asset Management (Japan) Ltd. (20012004); representative director and president of UBS Global Asset Management (Japan) Ltd. (20002004); and member of the board of Mitsubishi Corp.UBS Realty Inc. (20002004). Mr. Sotorp is president of 21 investment companies (consisting of 105 portfolios) for which UBS Global Asset ManagementAmericas region or one of its affiliates serves as investment advisor, sub-advisor or manager. |
17
Term of office | Principal occupation(s) during past 5 years; | |||||
Position(s) held | and length of | number of portfolios in Fund complex | ||||
Name, address, and age | with the Fund | time served | for which person serves as officer | |||
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Keith A. Weller*; 46 | Vice President and Assistant Secretary | Since 1998 | Mr. Weller is an executive director and senior associate general counsel of UBS Global AMAmericas region (since 2005) and has been an attorney with affiliated entities since 1995. Mr. Weller is a vice president and assistant secretary of 21 investment companies (consisting of 105 portfolios) for which UBS Global AMAmericas region or one of its affiliates serves as investment advisor, sub-advisor or manager. |
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| Officers of the Fund are appointed by the directors and serve at the pleasure of the board. | |
* | This persons business address is 51 West 52nd Street, New York, New York 10019-6114. | |
** | This persons business address is One North Wacker Drive, Chicago, Illinois 60606. |
18
Other information
Beneficial ownership
of shares
The following information is based upon a review of public filings. As of July 20, 2008, management knew of the following person who owned
beneficially 5% or more of the common stock of the Fund:
Name and address of | Amount and nature of | |||||
Title of class | beneficial owner | beneficial ownership | Percent of class | |||
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Common Stock | First Trust Portfolios, L.P.; | 8,642,727* | 14.1%** | |||
First Trust Advisors L.P.; | ||||||
The Charger Corporation | ||||||
1001 Warrenville Road | ||||||
Lisle, Illinois 60532 |
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* | First Trust Portfolios L.P. is sponsor of several unit investment trusts which hold shares of common stock of the Fund. No unit investment trust sponsored by First Trust Portfolios L.P. holds 5% or more of the Funds common stock. First Trust Advisors L.P. is an affiliate of First Trust Portfolios L.P. and acts as portfolio supervisor of the unit investment trusts which hold shares of common stock of the Fund. The Charger Corporation is the general partner of both First Trust Portfolios L.P. and First Trust Advisors L.P. | |
** | First Trust Portfolios, L.P. made the filing upon which this information is based for a reporting event occurring on December 31, 2007. Percent of class is based on the number of shares outstanding as of July 20, 2008. |
Section 16(a) beneficial ownership reporting
compliance
The Fund is not aware of any outstanding report required to be filed
pursuant to Section 16(a) of the Securities Exchange Act of 1934 by any board member
or officer.
Shareholder proposals
Any shareholder who wishes to submit proposals
to be considered at the Funds 2009 annual meeting of shareholders should send
such proposals to the Secretary of the Fund at UBS Global Asset Management (Americas)
Inc., 51 West 52nd Street, New York, New York 10019-6114. In order to be considered
at that meeting, shareholder proposals must be received by the Fund no later than
April 1, 2009. Shareholder proposals that are submitted in a timely manner will
not necessarily be included in the Funds proxy materials. Inclusion of such
proposals is subject to limitations under the federal securities laws.
19
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 according to their best judgment in the interest of
the Fund.
By order of the board of directors,
Mark F. Kemper
Vice President
and Secretary
July 28, 2008
It is important that you execute and return your proxy promptly. |
20
Exhibit A
Audit committee charter amended and restated
as of May 12, 2004
(with revisions through July 2008)
Establishment and purpose
This document serves as the Charter for the Audit Committee (the Committee) of the Board of each fund (the Fund) advised by UBS Global Asset
Management (Americas) Inc. (UBS Global) listed on Appendix A hereto
(each such Charter being a separate Charter). The primary purposes of the Committee
are to assist Board oversight of (1) the integrity of the Funds financial
statements, (2) the Funds compliance with legal and regulatory requirements,
(3) the independent auditors qualifications and independence and (4) the performance
of the Funds independent auditors.
In performing its Board oversight assistance
function, the Committee will, among other things (a) oversee the scope of the Funds audit, the quality and objectivity of the Funds financial statements,
the Funds accounting and financial reporting policies and practices and its
internal controls and, as appropriate, the internal controls of certain service
providers; (b) approve, and recommend to the Board, for ratification, the selection,
appointment, retention or termination of the Funds independent auditors, as
well as determining the compensation thereof; and (c) pre-approve all audit and
non-audit services provided to the Fund and certain other persons by such independent
auditors.
Duties and responsibilities
Audit oversight.
The Funds independent auditors are accountable to the Committee.
The Committee shall:
1. | Approve, and recommend to the Board for the Boards ratification, the selection, appointment, retention or termination of the Funds independent auditors, or of any other public accounting firm engaged for the purpose of performing other audit, review or attest services for the Fund. | |
2. | Pre-approve (a) all audit and permissible non-audit services 1 to be provided to the Fund and (b) all permissible non-audit services to be provided by the Funds independent auditors to UBS Global |
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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
and any Covered Service Providers, if the engagement relates directly to the operations and financial reporting of the Fund. In carrying out this responsibility, the Committee shall seek periodically from UBS Global and from the independent auditors a list of such audit and permissible non-audit services that can be expected to be rendered to the Fund, UBS Global or any Covered Service Providers by the Funds independent auditors, and an estimate of the fees sought to be paid in connection with such services. The Committee may delegate its responsibility to pre-approve any such audit and permissible non-audit services to a sub-committee consisting of the Chairperson of the Committee and two other members of the Committee as the Chairperson, from time to time, may determine and appoint, and such sub-committee shall report to the Committee, at its next regularly scheduled meeting after the sub-committees meeting, its decision(s). From year to year, the Committee shall report to the Board whether this system of pre-approval has been effective and efficient or whether this Charter should be amended to allow for pre-approval pursuant to such policies and procedures as the Committee shall approve, including the delegation of some or all of the Committees pre-approval responsibilities to other persons (other than UBS Global or the Funds officers). | ||
3. | Discuss with the independent auditors any disclosed relationships or services that may diminish the objectivity and independence of the independent auditors; receive periodic reports from the independent auditors regarding the independent auditors independence (including receiving the independent auditors specific representations as to independence consistent with current statements of the Independence Standards Board); and discuss such reports with the independent auditors, and, if so determined by the Committee, recommend that the Board take appropriate action to ensure the independence of the independent auditors. | |
4. | Review, in consultation with the independent auditors, the scope of the Funds proposed audit each year, including the audit procedures to be utilized, and certain other matters in connection with the Funds financial statements. | |
5. | Inquire of UBS Global and the independent auditors as to the Funds qualification under Subchapter M of the Internal Revenue Code and amounts distributed and reported to shareholders for Federal tax purposes. | |
6. | [Closed-end Funds only] Review and discuss the Funds audited annual financial statements and unaudited semiannual reports with UBS Global and, in the case of the audited financials, the independent auditors, including the Funds disclosure of managements discussion of Fund performance. |
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Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, UBS Global and any service providers controlling, controlled by or under common control with UBS Global that provide ongoing services to the Fund (Covered Service Providers) constitutes not more than 5% of the total amount of revenues paid to the independent auditors (during the fiscal year in which the permissible non-audit services are provided) by (a) the Fund, (b) its investment advisor and (c) any entity controlling, controlled by, or under common control with the investment advisor that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit. |
A-2
7. | Review with the independent auditors any problems or difficulties the auditors may have encountered during the conduct of the audit, relating to the conduct of the audit, including any matters required to be discussed pursuant to Statement of Auditing Standards No. 61, or any subsequent Statement, and managements response. | |
8. | Ensure that the independent auditors submit on a periodic basis to the Committee a formal written statement delineating all relationships of the auditors consistent with Independence Standards Board Standard No. 1, or any subsequent Statement. | |
9. | Review, in consultation, as appropriate, with the independent auditors and Fund service providers, matters relating to internal controls and disclosure controls and procedures at the Fund and at the Funds service providers. | |
10. | Request, receive and/or review from the independent auditors such other materials as deemed necessary or advisable by the Committee in the exercise of its duties under this charter; such materials may include, without limitation, any other material written communications bearing on the Funds financial statements, or internal or disclosure controls, between the independent auditors and the Fund, UBS Global, the Funds sub-advisor(s), if any, or other Fund service providers, such as any management letter or schedule of unadjusted differences, and any comment or deficiency letter received from a regulatory or self-regulatory organization addressed to the Fund, UBS Global or the Funds sub-advisor(s), if any, that relates to services rendered to the Fund. | |
11. | Establish procedures for the receipt, retention and treatment of complaints that the Fund may receive regarding Fund accounting, internal accounting controls or auditing matters, including procedures (set forth on Appendix C hereto) for the confidential, anonymous submission by Fund officers or employees and the Funds investment advisor (including sub-advisors, if any), administrator(s), principal underwriter or any other provider of accounting-related services for the Fund of concerns regarding questionable accounting or auditing matters related to the Fund. | |
12. | Request that the independent auditors report to the Committee on any unusual items or matters discovered during the course of any semi-annual or other reviews. | |
13. | [Closed-end Funds only] Consider and, if appropriate, recommend the publication of the Funds annual audited financial statements in the Funds annual report in advance of the printing and publication of the annual report, based on its review and discussions of such annual report with the independent auditors, the Funds officers and UBS Global; and prepare the audit committee report required to be included in the Funds proxy statement for its annual meeting of shareholders. | |
14. | [Closed-end Funds only] At least annually, obtain and review a report by the Funds independent auditors describing (i) the independent auditors internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the independent auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the independent auditors, and any steps taken to deal with such issues; and (iii) (to assess the independent auditors independence) all relationships between the independent auditor and the Fund. | |
15. | [Closed-end Funds only] Discuss in general the Funds periodic earnings releases, as well as any financial information and earnings guidance provided to analysts and rating agencies. |
A-3
16. | [Closed-end Funds only] Discuss policies with respect to risk assessment and risk management. | |
17. | [Closed-end Funds only] Review hiring policies of UBS Global and the Fund, if any, for employees and former employees of the Funds independent auditors. | |
18. | [Closed-end Funds only] Prepare an annual performance evaluation of the Committee for the Boards review. | |
19. | Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. |
In performing its duties, the Committee
shall be provided by UBS Global, the Funds sub-advisor(s), if any, or the
Fund, as applicable, with such information, data and services as the Committee shall
request to discharge its duties and responsibilities, shall consult as it deems
appropriate with the members of the Board, officers and employees of the Fund, UBS
Global, the Funds sub-advisor(s), if any, the Funds counsel and the
Funds other service providers and, as it determines necessary to carry out
its duties and at the Funds expense, may engage outside advisors and consultants.
In carrying out its functions, the Committee shall meet separately, periodically,
with management and with the Funds independent auditors. The Fund shall provide
appropriate funding for the Committee to carry out its duties and responsibilities.
Composition
The Committee shall have a minimum of three members and
shall be composed of a number of Board members, each of whom has been determined
not to be an interested person, as that term is defined in Section 2(a)(19)
of the Investment Company Act of 1940, as amended (1940 Act), of the
Fund (the Independent Board Members), as the Board shall determine from
time to time. Each member of the Committee must also meet the independence and experience
requirements as set forth in Sections 303A.07(a) and 303.01(b)(2)(a) of the New
York Stock Exchanges Listed Company Manual, in each case as applicable to
closed-end Funds. The Committee shall elect a chairperson, who shall preside over
Committee meetings (the Chairperson). The Chairperson shall serve for
a term of three years, which term may be renewed from time to time.
2
In addition, the Board shall use its best efforts to ensure that at least one member
of the Committee is an audit committee financial expert, as determined
under the rules of the Securities and Exchange Commission. Appendix B sets forth
the audit committee financial expert requirements as of the date of this amended
and restated Charter. In the event that the Committee does not have at least one
such audit committee financial expert, the nominating committee of the Board shall
endeavor to identify and recommend to the Board a candidate that meets such requirements
or, in the event the Board does not, at such time, have a nominating committee,
the Board shall designate the Independent Board Members as a committee to identify
and recommend to the Board a candidate that meets such requirements.
For those
Funds listed on the NYSE, no member of the Committee may serve on the audit committees
of more than three public companies, including all Funds managed by UBS Global (deemed
for these purposes to be a single public company), unless the Board determines that
such simultaneous service would not impair the ability of such member to serve on
the Committee effectively.
|
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2 | In the case of a newly-organized UBS fund, the Chairpersons term will be coterminous with those of the other UBS funds listed on Schedule A, even if such term is shorter than three years. |
A-4
Meetings
The Committee shall meet
on a regular basis, but not less frequently than twice a year. Special meetings
may also be held upon reasonable notice to the members of the Committee. An agenda
shall be established for each meeting. Additional meetings shall be called as circumstances
require. The Committee may request any officer or employee of the Fund, the Funds counsel, UBS Global, the Funds sub-advisor(s), if any, the Funds
independent auditors or other interested persons to attend a meeting of the Committee
or to meet with any members of, or consultants to, the Committee. The Committee
will meet with the Funds independent auditors at least once a year outside
the presence of the Funds officers and other parties. The Committee may, in
its discretion, also meet outside the presence of the Funds officers and other
parties at other times. Meetings of the Committee may be held in person, by telephone
or by other appropriate means.
One-third of the Committees members shall
constitute a quorum. At any meeting of the Committee, the decision of a majority
of the members present and voting shall be determinative as to any matter submitted
to a vote.
Reporting
The Chairperson shall report to the Board on the
result of its deliberations and make such recommendations as deemed appropriate.
Limits on role of committee
While the Committee has the duties and
responsibilities set forth in this Charter, the Committee is not responsible for
planning or conducting the Funds audit or for determining whether the Funds financial statements are complete and accurate and are in accordance with
generally accepted accounting principles. In fulfilling their responsibilities hereunder,
it is recognized that the members of the Committee are not full-time employees of
the Fund, it is not the duty or the responsibility of the Committee or its members
to conduct field work or other types of auditing or accounting reviews
or procedures or to set auditor independence standards, and each member of the Committee
shall be entitled to rely on (a) the integrity of those persons within and outside
the Fund from which it receives information; (b) the accuracy of the financial and
other information provided to the Committee absent actual knowledge to the contrary
(which shall be promptly reported to the Board); and (c) statements made by the
officers and employees of the Fund, UBS Global or other third parties as to any
information technology, internal audit and other non-audit services provided by
the independent auditors to the Fund. The review of the Funds financial statements
by the Committee is not of the same quality as the audit performed by the independent
auditors.
In carrying out its responsibilities, the Committees policies
and procedures shall be adapted, as appropriate, in order to best react to a changing
environment.
Amendments
This Charter may be amended by a vote of a
majority of the Board members.
A-5
Appendix A
UBS Managed Municipal Trust
UBS Series
Trust
UBS Investment Trust
UBS Index Trust
UBS Municipal Money Market Series
UBS Money Series
UBS PACE Select Advisors Trust
UBS Cashfund Inc.
UBS
RMA Money Fund Inc.
UBS RMA Tax-Free Fund Inc.
UBS Master Series, Inc.
Master Trust
*Strategic Global Income Fund, Inc.
*Global High Income Fund Inc.
*Investment
Grade Municipal Income Fund Inc.
*Insured Municipal Income Fund Inc.
*Managed
High Yield Plus Fund Inc.
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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. |
A-6
Appendix B
Audit committee financial expert requirements
An audit committee financial expert is a person who has the following
attributes:
an understanding of generally accepted accounting principles and
financial statements;
the ability to assess the general application of such principles
in connection with the accounting for estimates, accruals and reserves;
experience
preparing, auditing, analyzing or evaluating financial statements that present a
breadth and level of complexity of accounting issues that are generally comparable
to the breadth and complexity of issues that can reasonably be expected to be raised
by the registrants financial statements, or experience actively supervising
one or more persons engaged in such activities;
an understanding of internal
controls and procedures for financial reporting; and
an understanding of audit
committee functions.
A person must have acquired such attributes through one
or more of the following:
education and experience as a principal financial officer,
principal accounting officer, controller, public accountant or auditor or experience
in one or more positions that involve the performance of similar functions;
experience actively supervising a principal financial officer, principal accounting
officer, controller, public accountant, auditor or person performing similar functions;
experience overseeing or assessing the performance of companies or public accountants
with respect to the preparation, auditing or evaluation of financial statements;
or
other relevant experience.
A-7
Appendix C
Policies of the audit committee regarding
concerns or complaints relating to accounting, internal accounting controls or auditing
matters or other matters relating to the operations of the Fund
Introduction
The following policies are adopted by the Board of each fund (Fund) advised by UBS Global Asset Management (Americas) Inc. (UBS Global
AM) listed on Appendix A to the Funds Audit Committee Charter (Charter).
These policies shall constitute an amendment to, and a part of, the Charter
and shall be designated as Appendix C to the Charter. These policies constitute
the procedures to be established pursuant to Item 11 of Duties and ResponsibilitiesAudit Oversight in the Charter; however, the Board has decided to extend
the benefit of these policies to all Funds, not just those exchange-listed Funds
that are required to establish such procedures pursuant to Section 301 of the Sarbanes-Oxley
Act and Rule 303A of the New York Stock Exchange Inc. Listed Company Manual.
These policies establish (1) procedures for the receipt, retention and treatment
of complaints received by the Fund (including Fund officers) regarding accounting,
internal accounting controls or auditing matters or other matters relating to the
operations of the Fund, (2) procedures for the confidential, anonymous submission
of concerns regarding questionable accounting or auditing matters by employees of
the investment advisor (and sub-advisor, if applicable), administrator (and sub-administrator,
if applicable), principal underwriter (if any), or any other provider of accounting
related services for the Fund (each a Service Provider) and (3) protections
for such persons bringing complaints or concerns to the attention of the Boards
Audit Committee (the Committee).
Reporting
It is expected
that all board members and officers, as well as employees of each Service Provider,
will report promptly any concerns or complaints regarding accounting, internal accounting
controls or auditing matters or other matters relating to the operations of the
Fund. Employees of Service Providers (including Fund officers) should first consider
exhausting any internal reporting mechanisms at their firm before directly contacting
the Chairperson of the Committee (or in the event of a potential conflict involving
such person, any other member of the Committee). If such a person does not receive
a satisfactory response within a reasonable period of time, or if he or she believes
that utilizing internal reporting mechanisms would be futile or otherwise undesirable,
he or she should (1) in the case of Service Providers under the supervision of UBS
Global AM (e.g., State Street Bank and Trust or PNC Global Investment Servicing Inc.), contact UBS Global
AM via the ethics hotline and/or mailbox referenced below (unless such
person believes that using such ethics hotline and/or mailbox would
be futile or otherwise undesirable, in which case he or she should report concerns
as directed in the remainder of this sentence); or (2) in the case of all other
persons, contact the Chairperson of the Committee directly (or in the event of a
potential conflict involving such person, any other member of the Committee).
The Committee requests that each Service Provider promptly inform it of complaints
or concerns received from its employees pursuant to these or any similar policies
it may have if such complaints or concerns
A-8
are reasonably believed to relate to accounting,
internal accounting controls or auditing matters or other matters relating to the
operations of the Fund.
The Committee directs UBS Global AM to communicate these
policies to its primary contact(s) at each other Service Provider. Each Service
Provider, including UBS Global AM, shall be directed to make these methods by which
complaints or concerns can be communicated known to its employees who are primarily
involved in accounting, internal accounting controls or auditing matters or other
matters relating to the operations of the Fund that could reasonably be expected
to impact the Fund. If any Service Provider refuses such request, UBS Global AM
shall notify the Committee of the Service Providers reasons for non-cooperation,
and the Committee shall recommend to the Board such actions as it believes appropriate.
Non retaliation
The Fund prohibits any form of retaliation being taken
against any board member or officer, and shall request that each Service Provider
not take any form of retaliation against its employees, as a result of such person
lawfully engaging in any of the following Covered Activities:
1. | reporting concerns or complaints regarding accounting, internal accounting controls or auditing matters or other matters relating to the operations of the Fund; or | |
2. | assisting in an internal or external investigation conducted by the Fund or a Service Provider regarding such concerns or complaints; or | |
3. | filing, testifying, participating or otherwise assisting in a criminal or regulatory proceeding relating to the Fund or a Service Provider. |
To the extent possible, the Board shall
seek assurances from Service Providers that they shall not discharge, demote, suspend,
threaten, harass, or in any other manner discriminate against an employee in the
terms and conditions of his or her employment because such employee has made a report
of a concern or complaint or engaged in any other Covered Activities under these
policies. In addition, the Board shall seek assurances from Service Providers that
they shall not knowingly, with the intent to retaliate, take any action harmful
to any employee, including interference with the lawful employment or livelihood
of any person, for providing to a law enforcement officer any truthful information
relating to the commission or possible commission of any crime.
Confidentiality
Reasonable efforts will be made to keep a reporting persons identity
confidential. In certain circumstances, however, it may be possible that in the
course of the investigation, facts must be disclosed that would require the identity
of the reporting person to be disclosed. Accordingly, in such circumstances, it
is not possible to give a blanket guarantee of confidentiality. However, the Committee
shall take all reasonable steps (and ask its Service Providers to make reasonable
efforts) to attempt to safeguard the submission of information on a confidential
basis.
A Fund Person or Service Provider employee may submit information anonymously
to the Committee through a letter addressed directly to the Chairman of the Committee
(or in the event of a potential conflict involving such person, to any other member
of the Committee) at the Chairmans (or other Committee members) address
as specified in the Funds Annual Report to Shareholders. The Committee recognizes
that certain Service Providers have established their own procedures for the confidential,
A-9
anonymous receipt of concerns or complaints
and requests that Service Providers promptly report to the Committee any concerns
or complaints relating to the matters discussed herein.
Ethics hotline &
mailbox
Where circumstances preclude the use of conventional channels, UBS
Global AM has established an ethics hotline and a physical mailbox to facilitate
the confidential, anonymous submission of concerns regarding potential legal/regulatory
violations and questionable accounting or auditing matters or other matters relating
to the operations of a Fund or other ethical dilemmas. The hotline is available
for leaving a voicemail message 24-hours a day, seven days a week. In order to protect
confidentiality, only the UBS Global AM General Counsel and Chief Compliance Officer
will be authorized to retrieve messages. Please utilize the hotline and the mailbox
only for this stated purpose. The ethics hotline number is 877-882 9373. Written
submissions should be addressed to: UBS Global Asset Management (Americas) Inc.,
Attn: Chief Compliance Officer, 51 West 52nd Street, New York, NY 10019-6114.
Breach of this
policy
Retaliatory conduct which amounts to a breach of this policy could
result in criminal or regulatory sanctions or civil liability or have an adverse
effect on the Funds or a Service Providers reputation. As a result,
a breach of this policy may constitute gross misconduct and may result in disciplinary
action up to and including dismissal from service as a board member or officer,
or with respect to a Service Provider, the Boards decision to terminate any
Fund contracts or other relationships with the Service Provider.
Retention
and treatment of information regarding concerns and complaints
The Committee
minutes shall reflect the receipt, retention and treatment of information received
pursuant to this policy. The Committee shall have the power to obtain the resources
it deems necessary and appropriate to investigate any information regarding such
concerns or complaints, including obtaining the assistance of special counsel, auditors
or other advisors or consultants to assist it in carrying out its responsibilities.
(May 2004, with revisions through July 2008)
A-10
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(This page has been left blank intentionally)
Exhibit B
Nominating and corporate governance committee charter amended and restated as of July 16, 2008
Establishment and purpose
This document serves as the Charter for the Nominating and Corporate Governance
Committee (the Committee) of the Board of each fund (the Fund) advised by UBS Global Asset Management (Americas) Inc. listed on Appendix
A hereto (each such Charter being a separate Charter). The primary purposes of the
Committee are to (a) identify individuals qualified to serve as members of the Board
of Directors/Trustees (the Board) of each Fund; (b) make recommendations
to the Board on the composition of the Board; (c) recommend committee assignments
and responsibilities to the Board; (d) make recommendations to the Board regarding
corporate governance matters and responsibilities; and (e) periodically assess the
functioning of the Board and its committees (including the Committee).
1. | 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. | |
2. | The Committee shall elect a chairperson (the Chairperson) of the Committee, who shall preside over Committee meetings. | |
3. | The compensation of the Chairperson and the Committee members shall be as determined by the Board. |
1. | 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. | |
2. | 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: |
| 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
| 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; | |||
| 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, | |||
| the interplay of the candidates experience with the experience of other Board members; and | |||
| the extent to which the candidate would be a desirable addition to the Board and any committees thereof. |
3. | 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. | |
4. | 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. |
1. | 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. | |
2. | 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. | |
3. | 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. | |
4. | The Committee shall review, as it deems necessary, and make recommendations to the Board with regard to the compensation of Board and committee chairpersons. | |
5. | 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. |
B-2
6. | 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. | |
7. | 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. |
1. | The Committee shall have the authority to delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee. |
1. | 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. | |
2. | 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. | |
3. | 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. | |
4. | 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. | |
5. | 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. |
1. | The Chairperson shall report to the Board on the result of the Committees deliberations and make such recommendations as deemed appropriate. |
1. | This Charter may be amended by a vote of a majority of the Board members. |
B-3
Appendix A
UBS Managed Municipal Trust
UBS Series Trust
UBS Investment Trust
UBS Index Trust
UBS Municipal Money Market Series
UBS Money
Series
UBS PACE Select Advisors Trust
UBS Cashfund Inc.
UBS RMA Money Fund Inc.
UBS RMA Tax-Free Fund Inc.
UBS Master Series, Inc.
Master Trust
Strategic Global Income Fund,
Inc.
Global High Income Fund Inc.
Investment Grade Municipal Income Fund Inc.
Insured Municipal Income Fund Inc.
Managed High Yield Plus Fund Inc.
B-4
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Managed
High Yield Plus Fund Inc. |
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Managed
High Yield Plus Fund Inc. |
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Notice of
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Proxy MANAGED HIGH YIELD PLUS FUND INC. |
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MANAGED HIGH YIELD PLUS FUND INC.
Annual Meeting of Shareholders September 18, 2008
The undersigned herby appoints Keith A. Weller and Cathleen Crandall and each of them (with full power of substitution) to represent the undersigned and to vote for the undersigned all shares of common stock of the undersigned at the aforesaid meeting and any adjournment or postponement thereof with all the power the undersigned would have if personally present. The shares represented by this proxy will be voted as instructed. Unless indicated to the contrary, this proxy shall be deemed to grant authority to vote FOR all proposals. 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. This proxy is solicited on behalf of the Board of Directors of Managed High Yield Plus Fund Inc.
YOUR VOTE IS IMPORANT
Please date and sign this proxy on the reverse side and return it in the enclosed envelope to: Proxy Tabulator, P.O. Box
859232, Braintree, MA 02185-9919.
PNC Global Investment Servicing has been engaged to forward the enclosed proxy material and to tabulate proxies returned
by mail.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE UPPER PORTION IN THE ENCLOSED ENVELOPE. |
Using a
black ink
pen, mark your votes with an
X
as shown in
this
example. Please do not write outside the designated areas. |
|
Election of Directors The Board of Directors recommends a vote FOR the listed nominees. |
1. | To elect as directors: | 01 - Richard Q. Armstrong | 02 - Alan S. Bernikow | 03 - Richard R. Burt | |||||
04 - Meyer Feldberg | 05 - Bernard H. Garil | 06 - Heather R. Higgins |
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Mark here to vote FOR all nominees |
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Mark here to WITHHOLD from all nominees |
01 | 02 | 03 | 04 | 05 | 06 | ||||||||||
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For All
EXCEPT
- To withhold a vote for one or more
nominees, mark the box to the left and the corresponding numbered box(es) to the right. |
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Change of Address / Comments |
Change of Address Please print new address below. | Comments Please print your comments below. | ||
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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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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.
Dated _________________________________________________ _______________________________________________________ Signature ________________________________________________________ Signature (if held jointly) |
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE UPPER PORTION IN THE ENCLOSED ENVELOPE. |
1 Year Managed High Yield Plus Fund, Inc. Chart |
1 Month Managed High Yield Plus Fund, Inc. Chart |
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