0001104659-14-058739.txt : 20140811 0001104659-14-058739.hdr.sgml : 20140811 20140808122054 ACCESSION NUMBER: 0001104659-14-058739 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20140531 FILED AS OF DATE: 20140808 DATE AS OF CHANGE: 20140808 EFFECTIVENESS DATE: 20140808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANAGED HIGH YIELD PLUS FUND INC CENTRAL INDEX KEY: 0001060392 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-08765 FILM NUMBER: 141026447 BUSINESS ADDRESS: STREET 1: C/O UBS GLOBAL ASSET MANAGEMENT (AMERICA STREET 2: 12TH FLOOR 1285 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-821-3000 MAIL ADDRESS: STREET 1: C/O UBS GLOBAL ASSET MANAGEMENT (AMERICA STREET 2: 12TH FLOOR 1285 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 N-CSR 1 a14-15762_1ncsr.htm N-CSR

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number:

811-08765

 

Managed High Yield Plus Fund Inc.

(Exact name of registrant as specified in charter)

 

1285 Avenue of the Americas New York, New York

 

10019-6028

(Address of principal executive offices)

 

(Zip code)

 

Mark F. Kemper, Esq.

UBS Global Asset Management

1285 Avenue of the Americas

New York, NY 10019-6028

(Name and address of agent for service)

 

Copy to:

Jack W. Murphy, Esq.

Dechert LLP

1900 K Street, NW

Washington, DC 20006

 

Registrant’s telephone number, including area code:

212-821 3000

 

 

Date of fiscal year end:

 May 31

 

 

Date of reporting period:

 May 31, 2014

 

 



 

Item 1.  Reports to Stockholders.

 



Closed-end Funds

Managed High Yield Plus Fund Inc.

Annual Report
May 31, 2014




Managed High Yield Plus Fund Inc.

July 11, 2014

Dear Shareholder,

This report provides an overview of the performance of Managed High Yield Plus Fund Inc. (the "Fund") for the 12 months ended May 31, 2014.

Performance

For the 12 months ended May 31, 2014, the Fund returned 10.07% on a net asset value ("NAV") basis and returned 8.98% on a market price basis. Over the same period, the Fund's benchmark, the BofA Merrill Lynch US High Yield Cash Pay Constrained Index (the "Index"), returned 7.83%. The median returns for the Fund's peer group, the Lipper High Yield Funds (Leveraged) category were 10.08% and 8.37% on a NAV and market price basis, respectively, over the same period. (For more performance information, please refer to "Performance at a glance" on page 7.)

The Fund traded at a discount1 to its NAV per share during the reporting period. At the close of the preceding annual reporting period, May 31, 2013, the Fund traded at a discount of 7.0%. At the close of the current annual period, May 31, 2014, the Fund traded at a discount of 8.6%. As of these same dates, the Lipper peer group reported median discounts of 2.6% and 5.3% for the same periods, respectively.

Managed High Yield Plus Fund Inc.

Investment goals:

Primarily, high income; secondarily, capital appreciation

Portfolio Managers:

Craig Ellinger and Matthew Iannucci
UBS Global Asset Management (Americas) Inc.

Commencement:

June 26, 1998

NYSE symbol:

HYF

Dividend payments:

Monthly

1  A fund trades at a premium when the market price at which its shares trade is more than its NAV. Alternatively, a fund trades at a discount when the market price at which its shares trade is less than its NAV. The market price is the price the market is willing to pay for shares of a fund at a given time and may be influenced by a range of factors, including supply and demand and market conditions. NAV per share is determined by dividing the value of the Fund's securities, cash and other assets, less all liabilities, by the total number of common shares outstanding.


1



Managed High Yield Plus Fund Inc.

The Fund, like the other funds in its peer group, used leverage during the reporting period, while the Index did not. Leverage magnifies returns on both the upside and the downside and creates a wider range of returns within the Fund's peer group. Overall, the use of leverage contributed to the Fund's performance during the reporting period as the high yield market generated strong results. (For more information regarding the portfolio's degree of leverage over various periods, please refer to "Portfolio statistics" on page 9.)

Market commentary

After three consecutive years of generally modest growth, the overall US economy contracted in the first quarter of 2014. Looking back, gross domestic product ("GDP") in the US grew at annualized rates of 2.5% and 4.1% during the second and third quarters of 2013, respectively. Third quarter GDP was the highest reading since the fourth quarter of 2011. The Commerce Department then reported that fourth quarter 2013 GDP grew at a 2.6% annualized rate. In its third and final estimate, the Commerce Department stated that first quarter 2014 GDP contracted at a 2.9% annualized rate.2 This was the first negative reading since the first quarter of 2011 and was partially attributed to severe winter weather in parts of the US.

The US Federal Reserve Board (the "Fed") took a number of actions during the reporting period. Looking back, at his press conference following the central bank's meeting in June 2013, Fed Chairman Bernanke signaled that there may be a moderation in the monthly pace of its bond purchases later in the year. However, at its meeting in September 2013, the Fed surprised the market by delaying the tapering of its asset purchases. At its final meeting of 2013, in December, the Fed announced that it would begin paring back its monthly asset purchases, saying "Beginning in January, the Committee will add to its holdings of agency mortgage-backed securities at a [reduced] pace of $35 billion per month rather than $40 billion per month, and will add to its holdings of longer-term Treasury securities at a [reduced] pace of $40 billion per month rather than $45 billion per month." At its meetings in January,

2  Based on the Commerce Department's third estimate announced on June 25, 2014, after the reporting period had ended.


2



Managed High Yield Plus Fund Inc.

March and April 2014, the Fed said it would further taper its asset purchases, in each case paring its total purchases a total of $10 billion per month. Beginning in May, it began buying a total of $45 billion per month ($20 billion of agency mortgage-backed securities and $25 billion of longer-term Treasuries). The Fed also said its "...sizable and still-increasing holdings of longer-term securities should maintain downward pressure on longer-term interest rates, support mortgage markets, and help to make broader financial conditions more accommodative, which in turn should promote a stronger economic recovery and help to ensure that inflation, over time, is at the rate most consistent with the Committee's dual mandate." The Fed's dual mandate is to promote maximum sustainable employment and price stability, which is usually interpreted as low and stable inflation.

The high yield market, as measured by the Index, generated solid results during the 12-month reporting period. Supporting the high yield market were overall robust investor demand, generally positive corporate fundamentals and continued low default rates. During the reporting period, lower quality, CCC-rated bonds3 generated the best results, as this portion of the Index returned 9.20%. In contrast, relatively higher quality BB-rated securities returned 7.39%.

Portfolio commentary

What worked

•  The Fund's positioning in a number of sectors was beneficial for performance during the reporting period.

  – Security selection in telecommunications, energy and metals & mining was additive for results.

3  Credit quality ratings are assigned by nationally recognized statistical ratings organizations. Credit quality rating scales may vary by organization. For example, Standard & Poor's Financial Services LLC, a part of McGraw-Hill Financial ("S&P"), has credit ratings ranging from AAA, being the highest, to D, being the lowest. Further information regarding S&P's rating methodology may be found on its website at www.standardandpoors.com.


3



Managed High Yield Plus Fund Inc.

  – An underweight in the metals & mining sector contributed to performance as it lagged the Index.

•  The Fund's quality biases were rewarded, as an overweight to CCC-rated securities and an underweight to BB-rated securities contributed to performance.

What didn't work

•  Security selection in a number of sectors detracted from the Fund's performance during the reporting period. In particular, selection of certain issuers within the super retail, chemicals and automotive sectors was a drag on relative results.

Portfolio adjustments

•  In response to our views on credit fundamentals and relative valuations, throughout much of the reporting period, several adjustments were made to the portfolio from a sector allocation perspective.

  – The Fund's allocation to the energy sector was increased during the reporting period.

  – We reduced our exposure to metals & mining given concerns over moderating global growth.

  – The Fund's allocation to banking was increased, whereas we pared the Fund's exposure to diversified financials.

•  A number of changes were made to the portfolio from a quality perspective during the 12-month reporting period.

  – We increased our underweight to BB-rated issues, while increasing our exposure to B-rated issues.


4



Managed High Yield Plus Fund Inc.

  – Initially CCC exposure was slightly reduced but ultimately we closed out the reporting period with about the same weight.

Use of derivatives

•  The Fund typically makes limited use of currency forwards, solely for hedging purposes. The Fund may selectively purchase non-US dollar bonds and typically hedges currency exposures back to the US dollar. However, during the reporting period, the Fund did not engage in such hedging activity. (Currency forwards are agreements in the foreign exchange market that lock in exchange rates for the purchase or sale between currencies at a future date.)

Outlook

We remain broadly positive on high yield as an asset class. While the Fed is expected to finish tapering its asset purchases by year-end, the central bank remains committed to accommodative policy. We view the backdrop of modestly improving economic growth, coupled with what remains of accommodative policy and relatively sound corporate fundamentals, as favorable for high yield bonds. We expect that default rates in the near term will remain low, primarily due to the extent of the refinancing that has already occurred, and we continue to have a broadly stable outlook for corporate fundamentals. The major risk to this view is that technical factors, driven by potential outflows from the asset class and a reduction in liquidity, could lead to short-term volatility.

We maintain a broadly neutral position from a beta—or market risk—perspective versus the benchmark, with active risk primarily driven by the bottom-up views of our credit analyst team. We continue to monitor the new issue market and the increase in merger and acquisition (M&A) activity for any evidence of deteriorating underwriting standards. However, to date we have not seen any material evidence of deteriorating standards. We anticipate investment opportunities to arise through bottom-up issue selection and efforts to avoid credit deterioration.

We thank you for your continued support, and welcome any comments or questions you may have. For additional information regarding your


5



Managed High Yield Plus Fund Inc.

Fund, please contact your financial advisor, or visit us at www.ubs.com/globalam-us.

Sincerely,

 

 
Mark E Carver
President
Managed High Yield Plus Fund Inc.
Managing Director
UBS Global Asset Management (Americas) Inc.
  Craig Ellinger
Portfolio Manager
Managed High Yield Plus Fund Inc.
Managing Director
UBS Global Asset Management (Americas) Inc.
 

     

Matthew Iannucci

Portfolio Manager

Managed High Yield Plus Fund Inc.

Executive Director

UBS Global Asset Management
(Americas) Inc.

This letter is intended to assist shareholders in understanding how the Fund performed during the 12 months ended May 31, 2014. The views and opinions in the letter were current as of July 11, 2014. They are not guarantees of future performance or investment results and should not be taken as investment advice. Investment decisions reflect a variety of factors, and we reserve the right to change our views about individual securities, sectors and markets at any time. As a result, the views expressed should not be relied upon as a forecast of the Fund's future investment intent. We encourage you to consult your financial advisor regarding your personal investment program.


6



Managed High Yield Plus Fund Inc.

Performance at a glance (unaudited)

Average annual total returns for periods ended 05/31/2014

Net asset value returns

 

1 year

 

5 years

 

10 years

 

Managed High Yield Plus Fund Inc.

   

10.07

%

   

17.08

%

   

3.45

%

 

Lipper High Yield Funds (Leveraged) median

   

10.08

     

17.15

     

9.13

   

Market price returns

 

Managed High Yield Plus Fund Inc.

   

8.98

%

   

17.88

%

   

1.96

%

 

Lipper High Yield Funds (Leveraged) median

   

8.37

     

18.80

     

9.45

   

Index returns

 
BofA Merrill Lynch US High Yield Cash
Pay Constrained Index1
   

7.83

%

   

14.24

%

   

8.88

%

 

Past performance does not predict future performance. The return and value of an investment will fluctuate so that an investor's shares, when sold, may be worth more or less than their original cost. The Fund's net asset value ("NAV") returns assume, for illustration only, that dividends and other distributions, if any, were reinvested at the NAV on the payable dates. The Fund's market price returns assume that all dividends and other distributions, if any, were reinvested at prices obtained under the Fund's Dividend Reinvestment Plan. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund dividends and other distributions, if any, or on the sale of Fund shares.

1  The BofA Merrill Lynch US High Yield Cash Pay Constrained Index is an unmanaged index of publicly placed non-convertible, coupon-bearing US dollar denominated below investment grade corporate debt with a term to maturity of at least one year. The index is market capitalization weighted, so that larger bond issuers have a greater effect on the index's return. However, the representation of any single bond issue is restricted to a maximum of 2% of the total index. The index is not leveraged. Investors should note that indices do not reflect the deduction of fees and expenses.

Lipper peer group data calculated by Lipper Inc.; used with permission. The Lipper median is the return of the fund that places in the middle of the peer group. Lipper classifies the Fund in its "High Yield Funds (Leveraged)" category. This category includes funds that aim for high (relative) current yield from fixed income securities, have no quality or maturity restrictions, and tend to invest in lower-grade debt issues (e.g., "high yield/high risk" debt). These funds can be leveraged by the use of debt (such as using a bank line of credit), preferred equity (such as issuing preferred stock), and/or entering into reverse repurchase agreements (a transaction where a fund sells or pledges its securities in exchange for cash, which it then uses to invest in additional securities—effectively, a form of secured borrowing).


7



Managed High Yield Plus Fund Inc.

Performance at a glance (unaudited) (concluded)

Performance information reflects the deduction of the Fund's fees and expenses, as indicated in its shareholder reports, such as investment advisory and administration fees, custody fees, exchange listing fees, etc. It does not reflect any transaction charges that a shareholder may incur when (s)he buys or sells shares (e.g., a shareholder's brokerage commissions).

Investing in the Fund entails specific risks, such as interest rate risk, the greater credit risks inherent in investing primarily in lower-rated, higher-yielding bonds as well as the increased risk of using leverage (that is, borrowing money to invest in additional portfolio securities). Further detailed information regarding the Fund, including a discussion of principal objectives, principal investment strategies and principal risks, may be found in the fund overview located at http://www.ubs.com/closedendfundsinfo. You may also request copies of the fund overview by calling the Closed-End Funds Desk at 888-793 8637.


8



Managed High Yield Plus Fund Inc.

Portfolio statistics (unaudited)1

Characteristics

 

05/31/14

 

11/30/13

 

05/31/13

 

Net assets (mm)

 

$

144.3

   

$

140.3

   

$

141.5

   

Weighted average life (yrs.)

   

4.9

     

5.1

     

4.9

   

Weighted average maturity (yrs.)

   

7.1

     

7.0

     

6.9

   

Duration (yrs.)2

   

4.2

     

4.2

     

3.9

   

Leverage3

   

27.6

%

   

28.2

%

   

29.8

%

 

Portfolio composition4

 

05/31/14

 

11/30/13

 

05/31/13

 

Corporate bonds

   

98.6

%

   

99.1

%

   

97.1

%

 

Cash equivalents

   

1.4

     

0.9

     

2.9

   

Total

   

100.0

%

   

100.0

%

   

100.0

%

 

Credit quality4

 

05/31/14

 

11/30/13

 

05/31/13

 

BB & higher

   

44.0

%

   

41.0

%

   

41.6

%

 

B

   

38.9

     

43.0

     

40.2

   

CCC & lower

   

13.0

     

12.8

     

14.1

   

Not rated

   

2.7

     

2.3

     

1.2

   

Cash equivalents

   

1.4

     

0.9

     

2.9

   

Total

   

100.0

%

   

100.0

%

   

100.0

%

 

1  The Fund's portfolio is actively managed and its composition will vary over time.

2  Duration is a measure of price sensitivity of a fixed income investment or portfolio (expressed as % change in price) to a 1 percentage point (i.e., 100 basis points) change in interest rates, accounting for optionality in bonds such as prepayment risk and call/put features.

3  As a percentage of adjusted total assets. Adjusted total assets equals total assets minus total liabilities, excluding liabilities for borrowed money.

4  Weightings represent percentages of total investments as of the dates indicated. The Fund's portfolio is actively managed and its composition will vary over time. Credit quality ratings shown are based on those assigned by Standard & Poor's Financial Services LLC, a part of McGraw-Hill Financial ("S&P"), to individual portfolio holdings. S&P is an independent ratings agency. Ratings reflected represent S&P individual debt issue credit ratings. While S&P may provide a credit rating for a bond issuer (e.g., a specific company or country); certain issues, such as some sovereign debt, may not be covered or rated and therefore are reflected as non-rated for the purposes of this table. Credit ratings range from AAA, being the highest, to D, being the lowest, based on S&P's measures; ratings of BBB or higher are considered to be investment grade quality. Unrated securities do not necessarily indicate low quality. Further information regarding S&P's rating methodology may be found on its website at www.standardandpoors.com. Please note that references to credit quality made in the commentary above reflect ratings based on multiple providers (not just S&P) and thus may not align with the data represented in this table.


9



Managed High Yield Plus Fund Inc.

Portfolio statistics (unaudited)1 (concluded)

Top 5 bond
holdings2
 

05/31/14

     

11/30/13

     

05/31/13

 
SquareTwo
Financial Corp.,
11.625%,
due 04/01/17
   

1.3

%

  SquareTwo
Financial Corp.,
11.625%,
due 04/01/17
   

1.4

%

  SquareTwo
Financial Corp.,
11.625%,
due 04/01/17
   

1.4

%

 
International
Lease Finance
Corp., 7.125%,
due 09/01/18
   

1.1

    Ally Financial, Inc.,
8%,
due 03/15/20
   

1.3

    International
Lease Finance
Corp., 7.125%,
due 09/01/18
   

1.1

   
Sabine Pass
Liquefaction LLC,
5.625%,
due 02/01/21
   

1.1

    DISH DBS Corp.,
7.875%,
due 09/01/19
   

1.2

    NRG Energy Inc.,
8.500%,
due 06/15/19
   

1.1

   
Midstates
Petroleum Co.,
Inc./Midstates
Petroleum Co. LLC
10.750%,
due 10/01/20
   

1.0

    International
Lease Finance
Corp., 7.125%,
due 09/01/18
   

1.2

    DISH DBS Corp.,
7.875%,
due 09/01/19
   

1.0

   
First Data Corp.,
12.625%,
due 01/15/21
   

1.0

    Sabine Pass
Liquefaction LLC,
5.625%,
due 02/01/21
   

1.0

    Sabine Pass
Liquefaction LLC,
5.625%,
due 02/01/21
   

1.0

   

Total

   

5.5

%

       

6.1

%

       

5.6

%

 
Top five
industries2
 

05/31/14

     

11/30/13

     

05/31/13

 
Energy-exploration
& production
   

9.2

%

  Energy-exploration
& production
   

10.5

%

  Energy-exploration
& production
   

8.6

%

 

Media-cable

   

6.3

    Telecom-integrated/
services
   

5.9

   

Media-cable

   

5.4

   
Telecom-integrated/
services
   

5.2

   

Media-cable

   

5.5

    Telecom-integrated/
services
   

5.2

   

Support-services

   

5.1

   

Support-services

   

5.3

   

Support-services

   

4.5

   

Gas distribution

   

4.9

   

Gas distribution

   

4.7

   

Gaming

   

4.2

   

Total

   

30.7

%

       

31.9

%

       

27.9

%

 

1  The Fund's portfolio is actively managed and its composition will vary over time.

2  Weightings represent percentages of total investments as of the dates indicated.


10




Managed High Yield Plus Fund Inc.

Portfolio of investments—May 31, 2014

Security description

  Face
amount
 

Value

 

Corporate bonds1—134.52%

 

Aerospace/defense—1.72%

 

BE Aerospace, Inc.

 

6.875%, due 10/01/20

 

$

425,000

   

$

462,188

   

Bombardier, Inc.

 

7.750%, due 03/15/202

   

600,000

     

678,000

   

Huntington Ingalls Industries, Inc.

 

7.125%, due 03/15/21

   

425,000

     

464,312

   

TransDigm, Inc.

 

6.000%, due 07/15/222

   

450,000

     

453,375

   

7.750%, due 12/15/18

   

400,000

     

430,000

   
     

2,487,875

   

Airlines—0.33%

 
Continental Airlines Pass Through Certificate 2012-3,
Class C
 

6.125%, due 04/29/18

   

450,000

     

479,250

   

Apparel/textiles—0.52%

 

The William Carter Co.

 

5.250%, due 08/15/212

   

725,000

     

755,813

   

Auto loans—0.40%

 

General Motors Financial Co., Inc.

 

6.750%, due 06/01/18

   

500,000

     

569,375

   

Auto parts & equipment—2.61%

 

American Axle & Manufacturing, Inc.

 

6.625%, due 10/15/22

   

800,000

     

870,000

   

Lear Corp.

 

4.750%, due 01/15/23

   

100,000

     

99,750

   

LKQ Corp.

 

4.750%, due 05/15/23

   

425,000

     

415,438

   

Schaeffler Holding Finance BV

 

6.875%, due 08/15/182,3

   

1,050,000

     

1,109,062

   

Tenneco, Inc.

 

7.750%, due 08/15/18

   

300,000

     

314,625

   


11



Managed High Yield Plus Fund Inc.

Portfolio of investments—May 31, 2014

Security description

  Face
amount
 

Value

 

Corporate bonds1—(continued)

 

Auto parts & equipment—(concluded)

 

The Goodyear Tire & Rubber Co.

 

6.500%, due 03/01/21

 

$

475,000

   

$

517,750

   

8.250%, due 08/15/20

   

400,000

     

442,000

   
     

3,768,625

   

Automakers—1.31%

 

Chrysler Group LLC/CG Co-Issuer, Inc.

 

8.000%, due 06/15/19

   

740,000

     

808,450

   

8.250%, due 06/15/21

   

500,000

     

570,000

   

General Motors Co.

 

6.250%, due 10/02/432

   

450,000

     

511,313

   
     

1,889,763

   

Banking—5.41%

 

Barclays Bank PLC

 

7.625%, due 11/21/22

   

1,275,000

     

1,464,656

   

Credit Agricole SA

 

7.875%, due 01/23/242,4,5

   

925,000

     

997,427

   

Credit Suisse Group AG

 

7.500%, due 12/11/232,4,5

   

1,500,000

     

1,636,935

   

Lloyds Banking Group PLC

 

6.413%, due 10/01/352,4,5

   

750,000

     

813,750

   

7.500%, due 06/27/244,5

   

875,000

     

937,344

   

RBS Capital Trust II

 

6.425%, due 01/03/344,5

   

275,000

     

287,375

   

Royal Bank of Scotland Group PLC

 

5.000%, due 10/01/14

   

400,000

     

405,368

   

6.125%, due 12/15/22

   

750,000

     

816,842

   

Societe Generale SA

 

7.875%, due 12/18/232,4,5

   

425,000

     

447,525

   
     

7,807,222

   

Brokerage—0.79%

 

Jefferies Finance LLC/JFIN Co-Issuer Corp.

 

6.875%, due 04/15/222

   

400,000

     

403,000

   

7.375%, due 04/01/202

   

700,000

     

735,000

   
     

1,138,000

   


12



Managed High Yield Plus Fund Inc.

Portfolio of investments—May 31, 2014

Security description

  Face
amount
 

Value

 

Corporate bonds1—(continued)

 

Building & construction—1.83%

 

D.R. Horton, Inc.

 

4.375%, due 09/15/22

 

$

650,000

   

$

640,250

   

K. Hovnanian Enterprises, Inc.

 

7.250%, due 10/15/202

   

575,000

     

621,000

   

KB Home

 

7.250%, due 06/15/18

   

375,000

     

420,000

   

Standard Pacific Corp.

 

8.375%, due 01/15/21

   

425,000

     

505,750

   

10.750%, due 09/15/16

   

375,000

     

448,125

   
     

2,635,125

   

Building materials—4.37%

 

ABC Supply Co., Inc.

 

5.625%, due 04/15/212

   

525,000

     

543,375

   

Builders FirstSource, Inc.

 

7.625%, due 06/01/212

   

550,000

     

588,500

   

Building Materials Corp. of America

 

6.750%, due 05/01/212

   

725,000

     

783,000

   

Cemex SAB de CV

 

5.875%, due 03/25/192

   

675,000

     

701,176

   

7.250%, due 01/15/212

   

200,000

     

216,500

   

Masco Corp.

 

7.125%, due 03/15/20

   

400,000

     

468,000

   

Summit Materials LLC/Summit Materials Finance Corp.

 

10.500%, due 01/31/20

   

400,000

     

449,000

   

USG Corp.

 

5.875%, due 11/01/212

   

925,000

     

980,500

   

Vulcan Materials Co.

 

7.500%, due 06/15/21

   

900,000

     

1,064,250

   

WESCO Distribution, Inc.

 

5.375%, due 12/15/212

   

500,000

     

512,500

   
     

6,306,801

   


13



Managed High Yield Plus Fund Inc.

Portfolio of investments—May 31, 2014

Security description

  Face
amount
 

Value

 

Corporate bonds1—(continued)

 

Chemicals—4.33%

 

Celanese US Holdings LLC

 

4.625%, due 11/15/22

 

$

225,000

   

$

226,406

   

5.875%, due 06/15/21

   

325,000

     

358,719

   

6.625%, due 10/15/18

   

280,000

     

293,650

   

Ineos Group Holdings PLC

 

6.125%, due 08/15/182

   

1,175,000

     

1,216,125

   

Montell Finance Co. BV

 

8.100%, due 03/15/272

   

275,000

     

370,167

   

Nova Chemicals Corp.

 

5.250%, due 08/01/232

   

425,000

     

457,937

   

8.625%, due 11/01/19

   

1,335,000

     

1,431,787

   

Perstorp Holding AB

 

11.000%, due 08/15/172

   

400,000

     

428,000

   

PetroLogistics LP/PetroLogistics Finance Corp.

 

6.250%, due 04/01/20

   

500,000

     

541,250

   

SPCM SA

 

6.000%, due 01/15/222

   

875,000

     

927,500

   
     

6,251,541

   

Computer hardware—0.63%

 

NCR Corp.

 

5.875%, due 12/15/212

   

450,000

     

474,750

   

6.375%, due 12/15/232

   

400,000

     

431,000

   
     

905,750

   

Consumer products—1.11%

 

Century Intermediate Holding Co. 2

 

9.750%, due 02/15/192,3

   

450,000

     

480,375

   

Revlon Consumer Products Corp.

 

5.750%, due 02/15/216

   

625,000

     

634,375

   

Spectrum Brands Escrow Corp.

 

6.375%, due 11/15/20

   

300,000

     

325,125

   

6.625%, due 11/15/22

   

150,000

     

164,250

   
     

1,604,125

   


14



Managed High Yield Plus Fund Inc.

Portfolio of investments—May 31, 2014

Security description

  Face
amount
 

Value

 

Corporate bonds1—(continued)

 

Consumer/commercial/lease financing—5.51%

 

Ally Financial, Inc.

 

8.000%, due 03/15/20

 

$

775,000

   

$

939,687

   

8.000%, due 11/01/31

   

325,000

     

405,844

   

CIT Group, Inc.

 

5.000%, due 08/15/22

   

325,000

     

335,563

   

5.500%, due 02/15/192

   

640,000

     

691,200

   

International Lease Finance Corp.

 

5.875%, due 04/01/19

   

300,000

     

327,750

   

5.875%, due 08/15/22

   

500,000

     

533,750

   

7.125%, due 09/01/182

   

1,900,000

     

2,199,250

   

SLM Corp. MTN

 

5.500%, due 01/15/19

   

425,000

     

447,436

   

8.000%, due 03/25/20

   

700,000

     

808,500

   

8.450%, due 06/15/18

   

450,000

     

529,875

   

Springleaf Finance Corp.

 

6.900%, due 12/15/17

   

670,000

     

733,650

   
     

7,952,505

   

Diversified capital goods—0.26%

 

SPX Corp.

 

6.875%, due 09/01/17

   

325,000

     

367,250

   

Electric-generation—2.05%

 

Calpine Corp.

 

6.000%, due 01/15/222

   

850,000

     

911,625

   

7.875%, due 07/31/202

   

429,000

     

467,610

   

NRG Energy, Inc.

 

6.250%, due 07/15/222

   

1,490,000

     

1,579,400

   
     

2,958,635

   

Electric-integrated—1.67%

 

AES Corp.

 

8.000%, due 06/01/20

   

790,000

     

946,025

   

Enel SpA

 

8.750%, due 09/24/732,5

   

425,000

     

497,250

   


15



Managed High Yield Plus Fund Inc.

Portfolio of investments—May 31, 2014

Security description

  Face
amount
 

Value

 

Corporate bonds1—(continued)

 

Electric-integrated—(concluded)

 

FirstEnergy Corp.

 

7.375%, due 11/15/31

 

$

825,000

   

$

971,101

   
     

2,414,376

   

Electronics—1.72%

 

Advanced Micro Devices, Inc.

 

6.750%, due 03/01/192

   

450,000

     

474,750

   

Flextronics International Ltd.

 

5.000%, due 02/15/23

   

650,000

     

661,375

   

Freescale Semiconductor, Inc.

 

8.050%, due 02/01/20

   

103,000

     

112,012

   

10.750%, due 08/01/20

   

425,000

     

483,969

   

NXP BV/NXP Funding LLC

 

5.750%, due 02/15/212

   

700,000

     

748,125

   
     

2,480,231

   

Energy-exploration & production—12.57%

 

Alta Mesa Holdings/Alta Mesa Finance Services Corp.

 

9.625%, due 10/15/18

   

1,000,000

     

1,057,500

   

Antero Resources Finance Corp.

 

5.375%, due 11/01/21

   

500,000

     

520,625

   

6.000%, due 12/01/20

   

800,000

     

855,000

   

Athlon Holdings LP/Athlon Finance Corp.

 

6.000%, due 05/01/222

   

450,000

     

460,125

   

Berry Petroleum Co.

 

6.750%, due 11/01/20

   

315,000

     

333,900

   

BreitBurn Energy Partners LP/BreitBurn Finance Corp.

 

7.875%, due 04/15/22

   

425,000

     

456,875

   

Chaparral Energy, Inc.

 

7.625%, due 11/15/22

   

600,000

     

639,000

   

Chesapeake Energy Corp.

 

6.625%, due 08/15/20

   

325,000

     

374,563

   
Chesapeake Oilfield Operating LLC/Chesapeake
Oilfield Finance, Inc.
 

6.625%, due 11/15/19

   

740,000

     

780,700

   


16



Managed High Yield Plus Fund Inc.

Portfolio of investments—May 31, 2014

Security description

  Face
amount
 

Value

 

Corporate bonds1—(continued)

 

Energy-exploration & production—(continued)

 

Denbury Resources, Inc.

 

5.500%, due 05/01/22

 

$

600,000

   

$

618,000

   

EP Energy LLC/EP Energy Finance, Inc.

 

9.375%, due 05/01/20

   

750,000

     

861,562

   

EP Energy LLC/Everest Acquisition Finance, Inc.

 

7.750%, due 09/01/22

   

250,000

     

280,313

   

Halcon Resources Corp.

 

9.750%, due 07/15/20

   

875,000

     

958,125

   

Hilcorp Energy I LP/Hilcorp Finance Co.

 

7.625%, due 04/15/212

   

650,000

     

710,937

   

Kodiak Oil & Gas Corp.

 

5.500%, due 02/01/22

   

450,000

     

460,125

   

Legacy Reserves LP/Legacy Reserves Finance Corp.

 

6.625%, due 12/01/21

   

275,000

     

279,125

   

6.625%, due 12/01/212

   

425,000

     

431,375

   

Linn Energy LLC/Linn Energy Finance Corp.

 

6.500%, due 05/15/19

   

125,000

     

131,563

   

8.625%, due 04/15/20

   

915,000

     

991,631

   
Memorial Production Partners LP/Memorial Production
Finance Corp.
 

7.625%, due 05/01/21

   

850,000

     

879,750

   
Memorial Resource Development LLC/Memorial
Resource Finance Corp.
 

10.000%, due 12/15/182,3

   

575,000

     

589,375

   
Midstates Petroleum Co., Inc./Midstates
Petroleum Co. LLC
 

10.750%, due 10/01/20

   

1,800,000

     

2,007,000

   

Oasis Petroleum, Inc.

 

6.500%, due 11/01/21

   

400,000

     

428,000

   

6.875%, due 03/15/222

   

775,000

     

842,812

   

Quicksilver Resources, Inc.

 

7.125%, due 04/01/16

   

300,000

     

273,000

   

Rice Energy, Inc.

 

6.250%, due 05/01/222

   

500,000

     

504,375

   


17



Managed High Yield Plus Fund Inc.

Portfolio of investments—May 31, 2014

Security description

  Face
amount
 

Value

 

Corporate bonds1—(continued)

 

Energy-exploration & production—(concluded)

 

Samson Investment Co.

 

10.750%, due 02/15/202,6

 

$

450,000

   

$

470,250

   

SandRidge Energy, Inc.

 

7.500%, due 02/15/23

   

285,000

     

303,525

   

8.750%, due 01/15/20

   

300,000

     

324,000

   

Ultra Petroleum Corp.

 

5.750%, due 12/15/182

   

300,000

     

316,500

   
     

18,139,631

   

Environmental—0.30%

 

Clean Harbors, Inc.

 

5.250%, due 08/01/20

   

425,000

     

435,625

   

Food & drug retailers—0.64%

 

Rite Aid Corp.

 

9.250%, due 03/15/20

   

350,000

     

399,000

   

Roundy's Supermarkets, Inc.

 

10.250%, due 12/15/202

   

500,000

     

527,500

   
     

926,500

   

Food-wholesale—2.06%

 

Agrokor D.D.

 

8.875%, due 02/01/202

   

875,000

     

985,468

   

Aramark Corp.

 

5.750%, due 03/15/20

   

425,000

     

452,094

   

Diamond Foods, Inc.

 

7.000%, due 03/15/192

   

450,000

     

469,125

   

FAGE Dairy Industry SA/FAGE USA Dairy Industry, Inc.

 

9.875%, due 02/01/202

   

400,000

     

433,000

   

Michael Foods, Inc.

 

9.750%, due 07/15/18

   

600,000

     

635,400

   
     

2,975,087

   

Forestry/paper—2.91%

 

Boise Cascade Co.

 

6.375%, due 11/01/20

   

1,000,000

     

1,075,000

   


18



Managed High Yield Plus Fund Inc.

Portfolio of investments—May 31, 2014

Security description

  Face
amount
 

Value

 

Corporate bonds1—(continued)

 

Forestry/paper—(concluded)

 

Clearwater Paper Corp.

 

4.500%, due 02/01/23

 

$

75,000

   

$

72,750

   

7.125%, due 11/01/18

   

195,000

     

205,481

   

Domtar Corp.

 

10.750%, due 06/01/17

   

225,000

     

280,793

   

Georgia-Pacific LLC

 

8.875%, due 05/15/31

   

825,000

     

1,236,566

   

Mercer International, Inc.

 

9.500%, due 12/01/17

   

300,000

     

322,500

   

Rayonier AM Products, Inc.

 

5.500%, due 06/01/242

   

575,000

     

582,188

   

Smurfit Kappa Acquisitions

 

4.875%, due 09/15/182

   

400,000

     

423,000

   
     

4,198,278

   

Gaming—3.44%

 

Caesars Entertainment Operating Co., Inc.

 

11.250%, due 06/01/17

   

645,000

     

567,600

   

Caesars Entertainment Resort Properties LLC

 

8.000%, due 10/01/202

   

275,000

     

284,281

   

GLP Capital LP/GLP Financing II, Inc.

 

4.875%, due 11/01/202

   

475,000

     

491,625

   

Greektown Holdings LLC/Greektown Mothership Corp.

 

8.875%, due 03/15/192

   

450,000

     

461,250

   

MGM Resorts International

 

6.750%, due 10/01/20

   

400,000

     

443,500

   

8.625%, due 02/01/19

   

800,000

     

954,000

   

Shingle Springs Tribal Gaming Authority

 

9.750%, due 09/01/212

   

600,000

     

672,000

   
Sugarhouse HSP Gaming Prop Mezz LP/Sugarhouse
HSP Gaming Finance Corp.
 

6.375%, due 06/01/212

   

650,000

     

633,750

   

Wynn Macau Ltd.

 

5.250%, due 10/15/212

   

450,000

     

459,671

   
     

4,967,677

   


19



Managed High Yield Plus Fund Inc.

Portfolio of investments—May 31, 2014

Security description

  Face
amount
 

Value

 

Corporate bonds1—(continued)

 

Gas distribution—6.65%

 

AmeriGas Finance LLC/AmeriGas Finance Corp.

 

6.750%, due 05/20/20

 

$

185,000

   

$

201,650

   

Atlas Pipeline Partners LP/Atlas Pipeline Finance Corp.

 

4.750%, due 11/15/21

   

425,000

     

412,250

   

5.875%, due 08/01/23

   

625,000

     

631,250

   
Crestwood Midstream Partners LP/Crestwood
Midstream Finance Corp.
 

6.125%, due 03/01/222

   

825,000

     

864,187

   

El Paso Corp. MTN

 

7.750%, due 01/15/32

   

785,000

     

855,650

   

Genesis Energy LP

 

5.625%, due 06/15/24

   

450,000

     

453,375

   

Hiland Partners LP/Hiland Partners Finance Corp.

 

5.500%, due 05/15/222

   

100,000

     

101,500

   

7.250%, due 10/01/202

   

975,000

     

1,065,187

   
Penn Virginia Resource Partners LP/Penn Virginia
Resource Finance Corp. II
 

6.500%, due 05/15/21

   

225,000

     

242,438

   

8.375%, due 06/01/20

   

512,000

     

579,840

   

Regency Energy Partners LP/Regency Energy Finance Corp.

 

6.500%, due 07/15/21

   

775,000

     

835,063

   

Sabine Pass Liquefaction LLC

 

5.625%, due 02/01/216

   

2,025,000

     

2,121,187

   

5.750%, due 05/15/242

   

300,000

     

308,250

   

6.250%, due 03/15/222

   

425,000

     

456,344

   

Tesoro Logistics LP/Tesoro Logistics Finance Corp.

 

5.875%, due 10/01/202

   

450,000

     

470,250

   
     

9,598,421

   

Health facilities—3.87%

 

CHS/Community Health Systems, Inc.

 

5.125%, due 08/15/18

   

200,000

     

210,250

   

5.125%, due 08/01/212

   

250,000

     

253,750

   

6.875%, due 02/01/222

   

475,000

     

499,937

   

7.125%, due 07/15/20

   

700,000

     

759,500

   


20



Managed High Yield Plus Fund Inc.

Portfolio of investments—May 31, 2014

Security description

  Face
amount
 

Value

 

Corporate bonds1—(continued)

 

Health facilities—(concluded)

 

HCA Holdings, Inc.

 

7.750%, due 05/15/21

 

$

350,000

   

$

385,437

   

HCA, Inc.

 

5.875%, due 03/15/22

   

150,000

     

163,313

   

6.500%, due 02/15/20

   

300,000

     

340,875

   

7.250%, due 09/15/20

   

500,000

     

538,125

   

7.500%, due 02/15/22

   

620,000

     

714,550

   

Tenet Healthcare Corp.

 

4.375%, due 10/01/21

   

475,000

     

466,687

   

6.000%, due 10/01/20

   

675,000

     

725,625

   

8.000%, due 08/01/20

   

150,000

     

163,500

   

8.125%, due 04/01/22

   

325,000

     

369,688

   
     

5,591,237

   

Health services—1.47%

 

ExamWorks Group, Inc.

 

9.000%, due 07/15/19

   

1,050,000

     

1,141,875

   

IMS Health, Inc.

 

6.000%, due 11/01/202

   

400,000

     

422,000

   

Service Corp. International

 

5.375%, due 05/15/242

   

550,000

     

557,590

   
     

2,121,465

   

Hotels—0.25%

 

Felcor Lodging LP

 

6.750%, due 06/01/19

   

335,000

     

356,775

   

Household & leisure product—0.10%

 

Brunswick Corp.

 

4.625%, due 05/15/212

   

150,000

     

149,625

   

Investments & miscellaneous financial services—0.79%

 

Icahn Enterprises LP/Icahn Enterprises Finance Corp.

 

5.875%, due 02/01/22

   

375,000

     

390,000

   

6.000%, due 08/01/20

   

700,000

     

752,500

   
     

1,142,500

   


21



Managed High Yield Plus Fund Inc.

Portfolio of investments—May 31, 2014

Security description

  Face
amount
 

Value

 

Corporate bonds1—(continued)

 

Leisure—1.45%

 

Diamond Resorts Corp.

 

12.000%, due 08/15/18

 

$

1,137,000

   

$

1,230,120

   

Royal Caribbean Cruises Ltd.

 

5.250%, due 11/15/22

   

650,000

     

674,375

   

Speedway Motorsports, Inc.

 

6.750%, due 02/01/19

   

175,000

     

185,500

   
     

2,089,995

   

Machinery—0.98%

 

Case New Holland, Inc.

 

7.875%, due 12/01/17

   

765,000

     

898,875

   

The Manitowoc Co., Inc.

 

8.500%, due 11/01/20

   

465,000

     

518,475

   
     

1,417,350

   

Managed care—0.38%

 

MPH Acquisition Holdings LLC

 

6.625%, due 04/01/222

   

525,000

     

544,688

   

Media-broadcast—1.66%

 

Clear Channel Communications, Inc.

 

9.000%, due 12/15/19

   

500,000

     

532,500

   

14.000%, due 02/01/213

   

566,575

     

576,490

   

Sinclair Television Group, Inc.

 

8.375%, due 10/15/18

   

350,000

     

371,875

   

Sirius XM Holdings, Inc.

 

4.250%, due 05/15/202

   

175,000

     

172,375

   

4.625%, due 05/15/232

   

300,000

     

285,750

   

5.750%, due 08/01/212

   

275,000

     

289,438

   

5.875%, due 10/01/202

   

150,000

     

159,000

   
     

2,387,428

   

Media-cable—8.65%

 

Altice SA

 

7.750%, due 05/15/222

   

800,000

     

841,000

   

Cablevision Systems Corp.

 

5.875%, due 09/15/22

   

225,000

     

228,938

   

8.625%, due 09/15/17

   

65,000

     

76,050

   


22



Managed High Yield Plus Fund Inc.

Portfolio of investments—May 31, 2014

Security description

  Face
amount
 

Value

 

Corporate bonds1—(continued)

 

Media-cable—(concluded)

 

CCO Holdings LLC/CCO Holdings Capital Corp.

 

6.500%, due 04/30/21

 

$

700,000

   

$

747,250

   

6.625%, due 01/31/22

   

600,000

     

648,750

   

8.125%, due 04/30/20

   

950,000

     

1,035,500

   

Cequel Communications Holdings I LLC/Cequel Capital Corp.

 

5.125%, due 12/15/212

   

400,000

     

396,000

   

Cogeco Cable, Inc.

 

4.875%, due 05/01/202

   

350,000

     

356,125

   

CSC Holdings LLC

 

8.625%, due 02/15/19

   

375,000

     

447,187

   

DISH DBS Corp.

 

7.875%, due 09/01/19

   

1,425,000

     

1,695,750

   

Nara Cable Funding Ltd.

 

8.875%, due 12/01/182

   

1,075,000

     

1,155,625

   

Numericable Group SA

 

4.875%, due 05/15/192

   

475,000

     

484,500

   

6.250%, due 05/15/242

   

925,000

     

967,781

   

Ono Finance II PLC

 

10.875%, due 07/15/192

   

525,000

     

579,469

   
Unitymedia Hessen GmbH & Co. KG/Unitymedia
NRW GmbH
 

5.500%, due 01/15/232

   

750,000

     

768,750

   

Virgin Media Finance PLC

 

5.250%, due 02/15/22

   

475,000

     

448,875

   

8.375%, due 10/15/19

   

334,000

     

354,875

   

VTR Finance BV

 

6.875%, due 01/15/242

   

200,000

     

211,382

   
WideOpenWest Finance LLC/WideOpenWest
Capital Corp.
 

10.250%, due 07/15/19

   

925,000

     

1,038,312

   
     

12,482,119

   

Media-services—0.76%

 

Lamar Media Corp.

 

5.375%, due 01/15/242

   

450,000

     

466,875

   


23



Managed High Yield Plus Fund Inc.

Portfolio of investments—May 31, 2014

Security description

  Face
amount
 

Value

 

Corporate bonds1—(continued)

 

Media-services—(concluded)

 

Nielsen Finance LLC/Nielson Finance Co.

 

7.750%, due 10/15/18

 

$

167,000

   

$

176,811

   

WMG Acquisition Corp.

 

5.625%, due 04/15/222

   

50,000

     

50,125

   

6.000%, due 01/15/212

   

390,000

     

403,650

   
     

1,097,461

   

Medical products—0.87%

 

Biomet, Inc.

 

6.500%, due 08/01/20

   

700,000

     

759,500

   

Grifols Worldwide Operations Ltd.

 

5.250%, due 04/01/222

   

200,000

     

207,000

   

Hologic, Inc.

 

6.250%, due 08/01/20

   

275,000

     

292,188

   
     

1,258,688

   

Metals/mining excluding steel—2.24%

 

Arch Coal, Inc.

 

7.250%, due 06/15/21

   

675,000

     

480,937

   

9.875%, due 06/15/19

   

475,000

     

406,125

   

FMG Resources (August 2006)

 

8.250%, due 11/01/192

   

450,000

     

489,375

   

Hecla Mining Co.

 

6.875%, due 05/01/21

   

1,025,000

     

1,009,625

   

Murray Energy Corp.

 

8.625%, due 06/15/212

   

425,000

     

463,250

   

Westmoreland Escrow Corp.

 

10.750%, due 02/01/182

   

350,000

     

379,750

   
     

3,229,062

   

Multi-line insurance—0.56%

 

AXA SA

 

6.379%, due 12/14/362,4,5

   

750,000

     

812,813

   

Oil field equipment & services—3.21%

 

Expro Finance Luxembourg

 

8.500%, due 12/15/162

   

452,000

     

472,340

   


24



Managed High Yield Plus Fund Inc.

Portfolio of investments—May 31, 2014

Security description

  Face
amount
 

Value

 

Corporate bonds1—(continued)

 

Oil field equipment & services—(concluded)

 

Key Energy Services, Inc.

 

6.750%, due 03/01/21

 

$

600,000

   

$

627,000

   

Offshore Group Investment Ltd.

 

7.500%, due 11/01/19

   

950,000

     

997,500

   

Pacific Drilling SA

 

5.375%, due 06/01/202

   

1,875,000

     

1,837,500

   

Precision Drilling Corp.

 

5.250%, due 11/15/242

   

250,000

     

252,500

   

SESI LLC

 

7.125%, due 12/15/21

   

400,000

     

452,000

   
     

4,638,840

   

Oil refining & marketing—0.73%

 
Calumet Specialty Products Partners LP/Calumet
Finance Corp.
 

6.500%, due 04/15/212

   

575,000

     

582,188

   

7.625%, due 01/15/22

   

450,000

     

477,000

   
     

1,059,188

   

Packaging—4.27%

 

Ardagh Packaging Finance PLC

 

7.375%, due 10/15/172

   

505,000

     

532,144

   

Ardagh Packaging Finance PLC/Ardagh Holdings USA, Inc.

 

6.250%, due 01/31/192

   

250,000

     

258,750

   

Crown Americas LLC/Crown Americas Capital Corp. IV

 

4.500%, due 01/15/23

   

475,000

     

461,937

   

Graphic Packaging International, Inc.

 

4.750%, due 04/15/21

   

350,000

     

351,313

   

Mustang Merger Corp.

 

8.500%, due 08/15/212

   

900,000

     

985,500

   

Reynolds Group Issuer, Inc.

 

5.750%, due 10/15/20

   

500,000

     

520,000

   

7.875%, due 08/15/19

   

825,000

     

901,312

   

8.250%, due 02/15/216

   

900,000

     

957,375

   

9.875%, due 08/15/19

   

150,000

     

165,188

   


25



Managed High Yield Plus Fund Inc.

Portfolio of investments—May 31, 2014

Security description

  Face
amount
 

Value

 

Corporate bonds1—(continued)

 

Packaging—(concluded)

 

Sealed Air Corp.

 

5.250%, due 04/01/232

 

$

350,000

   

$

357,875

   

8.375%, due 09/15/212

   

585,000

     

669,825

   
     

6,161,219

   

Personal & casualty insurance—0.72%

 

Liberty Mutual Group, Inc.

 

10.750%, due 06/15/582,5

   

520,000

     

800,800

   

XL Group PLC, Series E

 

6.500%, due 04/15/174,5

   

240,000

     

237,900

   
     

1,038,700

   

Pharmaceuticals—3.17%

 

Capsugel SA

 

7.000%, due 05/15/192,3

   

450,000

     

462,375

   

ConvaTec Healthcare SA

 

10.500%, due 12/15/182

   

650,000

     

710,125

   

Endo Finance LLC & Endo Finco, Inc.

 

7.000%, due 12/15/202

   

500,000

     

536,250

   

7.250%, due 01/15/222

   

350,000

     

381,500

   

Forest Laboratories, Inc.

 

5.000%, due 12/15/212

   

450,000

     

492,750

   

Par Pharmaceutical Cos., Inc.

 

7.375%, due 10/15/20

   

175,000

     

189,875

   

Valeant Pharmaceuticals International, Inc.

 

6.375%, due 10/15/202

   

175,000

     

187,250

   

7.000%, due 10/01/202

   

1,255,000

     

1,336,575

   

7.500%, due 07/15/212

   

250,000

     

277,500

   
     

4,574,200

   

Printing & publishing—1.90%

 

Gannett Co., Inc.

 

5.125%, due 07/15/202

   

175,000

     

181,125

   

6.375%, due 10/15/232

   

700,000

     

747,250

   

RR Donnelley & Sons Co.

 

6.000%, due 04/01/24

   

325,000

     

328,250

   

7.875%, due 03/15/21

   

400,000

     

459,000

   


26



Managed High Yield Plus Fund Inc.

Portfolio of investments—May 31, 2014

Security description

  Face
amount
 

Value

 

Corporate bonds1—(continued)

 

Printing & publishing—(concluded)

 

The McClatchy Co.

 

9.000%, due 12/15/22

 

$

900,000

   

$

1,029,375

   
     

2,745,000

   

Real estate development & management—0.61%

 

CBRE Services, Inc.

 

5.000%, due 03/15/23

   

450,000

     

453,375

   

Realogy Corp.

 

7.875%, due 02/15/192

   

400,000

     

432,000

   
     

885,375

   

Software/services—4.65%

 

BMC Software Finance, Inc.

 

8.125%, due 07/15/212

   

550,000

     

578,875

   

Ceridian Corp.

 

11.250%, due 11/15/156

   

630,000

     

634,788

   

Ceridian LLC/Comdata, Inc.

 

8.125%, due 11/15/172

   

375,000

     

378,750

   

Epicor Software Corp.

 

8.625%, due 05/01/19

   

625,000

     

678,906

   

First Data Corp.

 

10.625%, due 06/15/21

   

275,000

     

315,219

   

12.625%, due 01/15/21

   

1,550,000

     

1,863,875

   

Infor US, Inc.

 

9.375%, due 04/01/19

   

500,000

     

559,375

   

11.500%, due 07/15/18

   

400,000

     

460,000

   

MedAssets, Inc.

 

8.000%, due 11/15/18

   

725,000

     

768,500

   

SunGard Data Systems, Inc.

 

7.375%, due 11/15/18

   

450,000

     

476,437

   
     

6,714,725

   

Specialty retail—2.67%

 

Burlington Coat Factory Warehouse Corp.

 

10.000%, due 02/15/19

   

325,000

     

356,281

   

Burlington Holdings LLC/Burlington Holding Finance, Inc.

 

9.000%, due 02/15/182,3

   

70,000

     

71,751

   


27



Managed High Yield Plus Fund Inc.

Portfolio of investments—May 31, 2014

Security description

  Face
amount
 

Value

 

Corporate bonds1—(continued)

 

Specialty retail—(concluded)

 

Claire's Stores, Inc.

 

8.875%, due 03/15/19

 

$

150,000

   

$

127,875

   

9.000%, due 03/15/192

   

150,000

     

154,125

   

CST Brands, Inc.

 

5.000%, due 05/01/23

   

100,000

     

99,750

   

Michaels FinCo Holdings LLC/Michaels FinCo, Inc.

 

7.500%, due 08/01/182,3

   

425,000

     

435,625

   

Michaels Stores, Inc.

 

5.875%, due 12/15/202

   

250,000

     

255,000

   

Party City Holdings, Inc.

 

8.875%, due 08/01/20

   

825,000

     

915,750

   

PC Nextco Holdings LLC/PC Nextco Finance, Inc.

 

8.750%, due 08/15/192,3

   

200,000

     

206,000

   

Petco Animal Supplies, Inc.

 

9.250%, due 12/01/182

   

550,000

     

590,568

   

Petco Holdings, Inc.

 

8.500%, due 10/15/172,3

   

625,000

     

636,725

   
     

3,849,450

   

Steel producers/products—1.90%

 

ArcelorMittal

 

4.250%, due 08/05/156

   

300,000

     

307,875

   

6.750%, due 02/25/226

   

225,000

     

251,438

   

7.250%, due 03/01/416

   

425,000

     

446,250

   

7.500%, due 10/15/396

   

825,000

     

893,062

   

Commercial Metals Co.

 

4.875%, due 05/15/23

   

400,000

     

385,500

   

Steel Dynamics, Inc.

 

5.250%, due 04/15/23

   

450,000

     

460,125

   
     

2,744,250

   

Support-services—7.00%

 

Abengoa Finance SAU

 

7.750%, due 02/01/202

   

350,000

     

384,125

   


28



Managed High Yield Plus Fund Inc.

Portfolio of investments—May 31, 2014

Security description

  Face
amount
 

Value

 

Corporate bonds1—(continued)

 

Support-services—(concluded)

 

Algeco Scotsman Global Finance PLC

 

10.750%, due 10/15/192

 

$

250,000

   

$

260,625

   

Avis Budget Car Rental LLC/Avis Budget Finance, Inc.

 

5.500%, due 04/01/23

   

450,000

     

459,000

   

BlueLine Rental Finance Corp.

 

7.000%, due 02/01/192

   

200,000

     

214,000

   

FTI Consulting, Inc.

 

6.750%, due 10/01/20

   

175,000

     

186,813

   

Interactive Data Corp.

 

5.875%, due 04/15/192

   

400,000

     

403,250

   

Reliance Intermediate Holdings LP

 

9.500%, due 12/15/192

   

700,000

     

754,250

   

ServiceMaster Co.

 

7.000%, due 08/15/20

   

350,000

     

369,250

   

8.000%, due 02/15/20

   

750,000

     

807,187

   

SquareTwo Financial Corp.

 

11.625%, due 04/01/17

   

2,625,000

     

2,598,750

   

The ADT Corp.

 

6.250%, due 10/15/21

   

600,000

     

631,500

   

The Geo Group, Inc.

 

5.125%, due 04/01/23

   

225,000

     

223,313

   

The Hertz Corp.

 

5.875%, due 10/15/20

   

200,000

     

211,500

   

TMS International Corp.

 

7.625%, due 10/15/212

   

925,000

     

987,437

   

United Rentals North America, Inc.

 

5.750%, due 07/15/18

   

200,000

     

213,500

   

6.125%, due 06/15/23

   

450,000

     

483,750

   

8.250%, due 02/01/21

   

100,000

     

112,000

   

West Corp.

 

7.875%, due 01/15/19

   

750,000

     

796,875

   
     

10,097,125

   


29



Managed High Yield Plus Fund Inc.

Portfolio of investments—May 31, 2014

Security description

  Face
amount
 

Value

 

Corporate bonds1—(continued)

 

Telecom-integrated/services—7.03%

 

CenturyLink, Inc.

 

6.450%, due 06/15/21

 

$

625,000

   

$

679,687

   

6.750%, due 12/01/23

   

250,000

     

272,500

   

7.600%, due 09/15/39

   

150,000

     

150,750

   

Embarq Corp.

 

7.995%, due 06/01/36

   

125,000

     

136,577

   

Equinix, Inc.

 

5.375%, due 04/01/23

   

650,000

     

663,000

   

7.000%, due 07/15/21

   

500,000

     

556,250

   

Frontier Communications Corp.

 

8.500%, due 04/15/20

   

750,000

     

874,687

   

9.000%, due 08/15/31

   

545,000

     

579,062

   

9.250%, due 07/01/21

   

475,000

     

561,688

   

Intelsat Jackson Holdings SA

 

5.500%, due 08/01/232

   

450,000

     

447,750

   

7.250%, due 10/15/20

   

1,450,000

     

1,566,000

   

Intelsat Luxembourg SA

 

6.750%, due 06/01/18

   

100,000

     

106,125

   

7.750%, due 06/01/21

   

800,000

     

848,000

   

Level 3 Communications, Inc.

 

11.875%, due 02/01/19

   

525,000

     

586,687

   

Level 3 Financing, Inc.

 

6.125%, due 01/15/212

   

50,000

     

52,875

   

8.625%, due 07/15/20

   

275,000

     

308,688

   

Telecom Italia SpA

 

5.303%, due 05/30/242

   

350,000

     

350,438

   

Windstream Corp.

 

7.750%, due 10/01/21

   

1,300,000

     

1,410,500

   
     

10,151,264

   

Telecom-wireless—5.15%

 

SBA Telecommunications, Inc.

 

5.750%, due 07/15/20

   

150,000

     

158,250

   


30



Managed High Yield Plus Fund Inc.

Portfolio of investments—May 31, 2014

Security description

  Face
amount
 

Value

 

Corporate bonds1—(continued)

 

Telecom-wireless—(concluded)

 

Sprint Capital Corp.

 

6.875%, due 11/15/28

 

$

600,000

   

$

615,000

   

6.900%, due 05/01/19

   

300,000

     

331,500

   

8.750%, due 03/15/32

   

875,000

     

1,012,812

   

Sprint Communications, Inc.

 

7.000%, due 03/01/202

   

375,000

     

432,188

   

9.000%, due 11/15/182

   

750,000

     

911,250

   

Sprint Corp.

 

7.125%, due 06/15/242

   

225,000

     

242,438

   

7.250%, due 09/15/212

   

975,000

     

1,079,812

   

7.875%, due 09/15/232

   

200,000

     

226,000

   

T-Mobile USA, Inc.

 

6.625%, due 04/01/23

   

450,000

     

486,000

   

VimpelCom Holdings BV

 

6.255%, due 03/01/172

   

400,000

     

412,000

   

Wind Acquisition Finance SA

 

6.500%, due 04/30/202

   

200,000

     

214,000

   

7.250%, due 02/15/182

   

550,000

     

580,250

   

7.375%, due 04/23/212

   

700,000

     

724,500

   
     

7,426,000

   

Telecommunications equipment—0.57%

 

Avaya, Inc.

 

7.000%, due 04/01/192

   

500,000

     

495,000

   

CDW LLC/CDW Finance Corp.

 

8.500%, due 04/01/19

   

305,000

     

332,069

   
     

827,069

   

Theaters & entertainment—0.48%

 

Activision Blizzard, Inc.

 

5.625%, due 09/15/212

   

225,000

     

242,438

   

Cinemark USA, Inc.

 

4.875%, due 06/01/23

   

450,000

     

443,250

   
     

685,688

   


31



Managed High Yield Plus Fund Inc.

Portfolio of investments—May 31, 2014

Security description

  Face
amount
 

Value

 

Corporate bonds1—(concluded)

 

Transportation excluding air/rail—1.29%

 
Marquette Transportation Co./Marquette
Transportation Finance Corp.
 

10.875%, due 01/15/17

 

$

500,000

   

$

529,500

   
Navios Maritime Acquisition Corp./Navios
Acquisition Finance US, Inc.
 

8.125%, due 11/15/212

   

450,000

     

471,375

   
Navios Maritime Holdings, Inc./Navios
Maritime Finance US, Inc.
 

7.375%, due 01/15/222

   

400,000

     

407,500

   
Teekay Offshore Partners LP/Teekay
Offshore Finance Corp.
 

6.000%, due 07/30/19

   

450,000

     

453,150

   
     

1,861,525

   

Total corporate bonds (cost—$186,397,216)

       

194,154,305

   

Repurchase agreement—1.90%

 
Repurchase agreement dated 05/30/14 with State
Street Bank and Trust Co., 0.000% due 06/02/14,
collateralized by $775,368 Federal Home Loan
Mortgage Corp. obligations, 2.080% to 2.100%
due 10/17/22 and $2,155,685 Federal National
Mortgage Association obligations, 2.200%
due 10/17/22; (value—$2,796,866); proceeds:
$2,742,000 (cost—$2,742,000)
   

2,742,000

     

2,742,000

   

Total investments (cost—$189,139,216)—136.42%

       

196,896,305

   

Liabilities in excess of other assets—(36.42)%

       

(52,561,604

)

 

Net assets—100.00%

     

$

144,334,701

   

For a listing of defined portfolio acronyms that are used throughout the Portfolio of investments as well as the tables that follow, please refer to page 34.

Aggregate cost for federal income tax purposes was $189,151,795; and net unrealized appreciation consisted of:

Gross unrealized appreciation

 

$

8,338,044

   

Gross unrealized depreciation

   

(593,534

)

 

Net unrealized appreciation

 

$

7,744,510

   


32



Managed High Yield Plus Fund Inc.

Portfolio of investments—May 31, 2014

Fair valuation summary

The following is a summary of the fair valuations according to the inputs used as of May 31, 2014 in valuing the Fund's investments:

Assets

Description

  Unadjusted
quoted prices
in active
markets
for identical
investments
(Level 1)
  Other
significant
observable
inputs
(Level 2)
  Unobservable
inputs
(Level 3)
 

Total

 

Corporate bonds

 

$

   

$

194,154,305

   

$

   

$

194,154,305

   

Repurchase agreement

   

     

2,742,000

     

     

2,742,000

   

Total

 

$

   

$

196,896,305

   

$

   

$

196,896,305

   

At May 31, 2014, there were no transfers between Level 1 and Level 2.

The following is a rollforward of the Fund's investments that were valued using unobservable inputs (Level 3) for the year ended May 31, 2014:

   

Corporate bond

 

Beginning balance

 

$

9,687

   

Purchases

   

   

Sales

   

(13,567

)

 

Accrued discounts/(premiums)

   

   

Total realized gain/(loss)

   

13,567

   

Net change in unrealized appreciation/depreciation

   

(9,687

)

 

Transfers into Level 3

   

   

Transfers out of Level 3

   

   

Ending balance

 

$

   

As of May 31, 2014 the Fund did not hold any Level 3 investments.


33



Managed High Yield Plus Fund Inc.

Portfolio of investments—May 31, 2014

Issuer breakdown by country or territory of origin (unaudited)

    Percentage of
total investments
 

United States

   

77.5

%

 

Luxembourg

   

6.1

   

United Kingdom

   

2.8

   

Canada

   

2.5

   

France

   

2.4

   

Ireland

   

1.7

   

Netherlands

   

1.5

   

Switzerland

   

0.8

   

Cayman Islands

   

0.7

   

Marshall Islands

   

0.7

   

Croatia

   

0.5

   

Mexico

   

0.5

   

Italy

   

0.4

   

Germany

   

0.4

   

Liberia

   

0.3

   

Singapore

   

0.3

   

Australia

   

0.3

   

Greece

   

0.2

   

Sweden

   

0.2

   

Spain

   

0.2

   

Total

   

100.0

%

 

Portfolio footnotes

1  Entire or partial amount pledged as collateral for bank loan.

2  Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities, which represent 54.26% of net assets as of May 31, 2014, are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers.

3  Payment-in-kind security for which part of the income earned may be paid as additional principal.

4  Perpetual bond security. The maturity date reflects next call date.

5  Variable or floating rate security. The interest rate shown is the current rate as of May 31, 2014 and changes periodically. The maturity date reflects earlier of reset date or stated maturity date.

6  Step bond that converts to the noted fixed rate at a designated future date.

Portfolio acronym:

MTN  Medium Term Note

See accompanying notes to financial statements
34




Managed High Yield Plus Fund Inc.

Statement of assets and liabilities—May 31, 2014

Assets:

 

Investments in securities, at value (cost—$189,139,216)

 

$

196,896,305

   

Cash

   

213

   

Foreign currency, at value (cost—$506,758)

   

511,067

   

Receivable for interest

   

3,439,190

   

Receivable for foreign tax reclaims

   

6,340

   

Other assets

   

54,791

   

Total assets

   

200,907,906

   

Liabilities:

 

Payable for bank loan

   

55,000,000

   

Payable for investments purchased

   

1,285,483

   

Payable to investment manager and administrator

   

92,945

   

Payable for interest on bank loan

   

45,812

   

Payable to custodian

   

9,338

   

Dividends payable to shareholders

   

8,389

   

Accrued expenses and other liabilities

   

131,238

   

Total liabilities

   

56,573,205

   

Net assets:

 
Capital stock—$0.001 par value; 200,000,000 shares authorized;
62,153,062 shares issued and outstanding
 

$

316,920,443

   

Accumulated undistributed net investment income

   

97,928

   

Accumulated net realized loss

   

(180,445,068

)

 

Net unrealized appreciation

   

7,761,398

   

Net assets

 

$

144,334,701

   

Net asset value per share

 

$

2.32

   

See accompanying notes to financial statements
35



Managed High Yield Plus Fund Inc.

Statement of operations

    For the
year ended
May 31, 2014
 

Investment income:

 

Interest and other income (net of foreign withholding taxes of $1,074)

 

$

12,961,340

   

Expenses:

 

Investment management and administration fees

   

1,379,601

   

Interest expense, loan commitment and other loan fees

   

555,433

   

Professional fees

   

134,792

   

Reports and notices to shareholders

   

76,804

   

Stock exchange listing fees

   

57,623

   

Custody and accounting fees

   

49,025

   

Directors' fees

   

15,472

   

Transfer agency fees

   

12,048

   

Insurance fees

   

3,410

   

Other expenses

   

24,626

   
     

2,308,834

   

Fee waivers by investment manager and administrator

   

(295,629

)

 

Net expenses

   

2,013,205

   

Net investment income

   

10,948,135

   

Net realized and unrealized gains (losses) from investment activities:

 

Net realized gains from:

 

Investments

   

4,075,189

   

Foreign currency transactions

   

225

   

Net realized gain

   

4,075,414

   

Net change in unrealized appreciation/depreciation of:

 

Investments

   

(1,128,955

)

 

Other assets and liabilities denominated in foreign currency

   

4,374

   

Net change in unrealized appreciation/depreciation

   

(1,124,581

)

 

Net realized and unrealized gain from investment activities

   

2,950,833

   

Net increase in net assets resulting from operations

 

$

13,898,968

   

See accompanying notes to financial statements
36



Managed High Yield Plus Fund Inc.

Statement of changes in net assets

   

For the years ended May 31,

 
   

2014

 

2013

 

From operations:

 

Net investment income

 

$

10,948,135

   

$

11,360,391

   

Net realized gain

   

4,075,414

     

3,310,735

   

Net change in unrealized appreciation/depreciation

   

(1,124,581

)

   

6,841,491

   

Net increase in net assets resulting from operations

   

13,898,968

     

21,512,617

   

Dividends to shareholders from:

 

Net investment income

   

(11,032,169

)

   

(11,260,870

)

 

Capital stock transactions:

 
Proceeds from shares issued through
dividends reinvested
   

     

62,310

   

Net increase in net assets

   

2,866,799

     

10,314,057

   

Net assets:

 

Beginning of year

   

141,467,902

     

131,153,845

   

End of year

 

$

144,334,701

   

$

141,467,902

   

Accumulated undistributed net investment income

 

$

97,928

   

$

168,577

   

See accompanying notes to financial statements
37



Managed High Yield Plus Fund Inc.

Statement of cash flows

    For the
year ended
May 31, 2014
 

CASH FLOWS FROM OPERATING ACTIVITIES

 

Net increase in net assets resulting from operations

 

$

13,898,968

   
Adjustments to reconcile net increase in net assets resulting from
operations to net cash provided from operating activities:
 

Purchases of long-term investments

   

(106,567,712

)

 

Proceeds from disposition of long-term investments

   

108,245,629

   

Net proceeds from short-term investments

   

3,048,000

   

Net realized (gains) from investments in securities

   

(4,075,189

)

 

Net realized (gains) from foreign currency transactions

   

(225

)

 

Net accretion of bond discount and amortization of bond premium

   

812,067

   
Net change in unrealized appreciation/depreciation of investments
in securities
   

1,128,955

   

Changes in assets and liabilities:

 

(Increase) decrease in assets:

 

Receivable for interest

   

253,817

   

Receivable for foreign tax reclaims

   

5,382

   

Other assets

   

2,669

   

Increase (decrease) in liabilities:

 

Payable to investment manager and administrator

   

(1,463

)

 

Payable for foreign withholding taxes

   

(1,074

)

 

Payable for interest on bank loan

   

(5,968

)

 

Accrued expenses and other liabilities

   

(6,665

)

 

Net cash provided from operating activities

   

16,737,191

   

CASH FLOWS FROM FINANCING ACTIVITIES

 

Decrease in bank loan

   

(5,000,000

)

 

Decrease in due to custodian

   

(194,367

)

 

Dividends paid to shareholders

   

(11,034,005

)

 

Net cash used for financing activities

   

(16,228,372

)

 

Net increase in cash and foreign currency

   

508,819

   

Cash and foreign currency, beginning of year

   

2,461

   

Cash and foreign currency, end of year

 

$

511,280

   

Supplemental disclosure of cash flow information:

 

Cash paid during the year for interest

 

$

561,401

   

See accompanying notes to financial statements
38




This page intentionally left blank.


39



Managed High Yield Plus Fund Inc.

Financial highlights

Selected data for a share of common stock outstanding throughout each year is presented below:

   

Year ended

 
   

May 31, 2014

 

Net asset value, beginning of year

 

$

2.28

   

Net investment income1

   

0.18

   

Net realized and unrealized gains (losses)

   

0.04

   

Net increase from operations

   

0.22

   

Dividends from net investment income

   

(0.18

)

 

Net asset value, end of year

 

$

2.32

   

Market value, end of year

 

$

2.12

   

Total net asset value return2

   

10.07

%

 

Total market price return3

   

8.98

%

 

Ratios to average net assets:

 
Expenses before fee waivers including interest expense,
loan commitment and other fees
   

1.65

%

 
Expenses after fee waivers including interest expense,
loan commitment and other fees
   

1.44

%

 
Expenses after fee waivers excluding interest expense,
loan commitment and other fees
   

1.04

%

 

Net investment income

   

7.82

%

 

Supplemental data:

 

Net assets, end of year (000's)

 

$

144,335

   

Portfolio turnover

   

56

%

 

Asset coverage4

 

$

3,624

   

1  Calculated using the average shares method.

2  Total net asset value return is calculated assuming a $10,000 purchase of common stock at the current net asset value on the first day of each year reported and a sale at the current net asset value on the last day of each year reported, and assuming reinvestment of dividends at the net asset value on the payable dates. Total net asset value return does not reflect the deduction of taxes that a shareholder would pay on Fund dividends or a sale of Fund shares. Total return based on net asset value is hypothetical as investors can not purchase or sell Fund shares at net asset value but only at market prices.

3  Total market price return is calculated assuming a $10,000 purchase of common stock at the current market price on the first day of each year reported and a sale at the current market price on the last day of each year reported, and assuming reinvestment of dividends at prices obtained under the Fund's Dividend Reinvestment Plan. Total market price return does not reflect brokerage commissions or the deduction of taxes that a shareholder would pay on Fund dividends or a sale of Fund shares.

4  Per $1,000 of bank loans outstanding.

See accompanying notes to financial statements
40



   

Years ended May 31,

 
   

2013

 

2012

 

2011

 

2010

 

Net asset value, beginning of year

 

$

2.11

   

$

2.25

   

$

2.07

   

$

1.70

   

Net investment income1

   

0.18

     

0.20

     

0.23

     

0.24

   

Net realized and unrealized gains (losses)

   

0.17

     

(0.13

)

   

0.19

     

0.35

   

Net increase from operations

   

0.35

     

0.07

     

0.42

     

0.59

   

Dividends from net investment income

   

(0.18

)

   

(0.21

)

   

(0.24

)

   

(0.22

)

 

Net asset value, end of year

 

$

2.28

   

$

2.11

   

$

2.25

   

$

2.07

   

Market value, end of year

 

$

2.12

   

$

2.10

   

$

2.57

   

$

2.06

   

Total net asset value return2

   

17.19

%

   

3.57

%

   

21.12

%

   

35.95

%

 

Total market price return3

   

9.67

%

   

(9.86

)%

   

38.87

%

   

52.14

%

 

Ratios to average net assets:

 
Expenses before fee waivers including interest expense,
loan commitment and other fees
   

1.61

%

   

1.66

%

   

1.79

%

   

2.11

%

 
Expenses after fee waivers including interest expense,
loan commitment and other fees
   

1.41

%

   

1.46

%

   

1.59

%

   

1.95

%

 
Expenses after fee waivers excluding interest expense,
loan commitment and other fees
   

1.03

%

   

1.01

%

   

1.04

%

   

1.13

%

 

Net investment income

   

8.22

%

   

9.41

%

   

10.44

%

   

11.90

%

 

Supplemental data:

 

Net assets, end of year (000's)

 

$

141,468

   

$

131,154

   

$

139,530

   

$

127,313

   

Portfolio turnover

   

51

%

   

50

%

   

64

%

   

71

%

 

Asset coverage4

 

$

3,358

   

$

4,802

   

$

4,283

   

$

5,244

   


41




Managed High Yield Plus Fund Inc.

Notes to financial statements

Organization and significant accounting policies

Managed High Yield Plus Fund Inc. (the "Fund") was incorporated in Maryland on April 24, 1998, and is registered with the US Securities and Exchange Commission ("SEC") under the Investment Company Act of 1940, as amended ("1940 Act"), as a closed-end diversified management investment company. The Fund's primary investment objective is to seek high income. Its secondary objective is to seek capital appreciation.

In the normal course of business the Fund may enter into contracts that contain a variety of representations or that provide indemnification for certain liabilities. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

The Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") is the exclusive reference of authoritative US generally accepted accounting principles ("US GAAP") recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal laws are also sources of authoritative US GAAP for SEC registrants. The Fund's financial statements are prepared in accordance with US GAAP, which may require the use of management estimates and assumptions. Actual results could differ from those estimates. The following is a summary of significant accounting policies:

Valuation of investments

The Fund calculates its net asset value based on the current market value, where available, for its portfolio securities. The Fund normally obtains market values for its securities from independent pricing sources and broker-dealers. Independent pricing sources may use official market closing prices, last reported sale prices, current market quotations or valuations from computerized evaluation systems that derive values based on comparable investments. An evaluation system incorporates parameters such as security quality, maturity and coupon,


42



Managed High Yield Plus Fund Inc.

Notes to financial statements

and/or research and evaluations by its staff, including review of broker-dealer market price quotations, if available, in determining the valuation of the portfolio investments. Investments traded in the over-the-counter ("OTC") market and listed on The Nasdaq Stock Market, Inc. ("NASDAQ") normally are valued at the NASDAQ Official Closing Price. Other OTC securities are valued at the last bid price available on the valuation date prior to valuation. Investments which are listed on US and foreign stock exchanges normally are valued at the market close, the last sale price on the day the securities are valued or, lacking any sales on such day, at the last available bid price. In cases where securities are traded on more than one exchange, the securities are valued on the exchange designated as the primary market by UBS Global Asset Management (Americas) Inc. ("UBS Global AM"), the investment manager and administrator of the Fund. UBS Global AM is an indirect wholly owned asset management subsidiary of UBS AG, an internationally diversified organization with headquarters in Zurich and Basel, Switzerland and operations in many areas of the financial services industry. If a market value is not available from an independent pricing source for a particular security, that security is valued at fair value as determined in good faith by or under the direction of the Fund's Board of Directors (the "Board").

The Board has delegated to the UBS Global AM Global Valuation Committee ("GVC") the responsibility for making fair value determinations with respect to the Fund's holdings. The GVC is comprised of representatives of management, including members of the investment team. The GVC provides reports to the Board at each quarterly meeting regarding any investments that have been fair valued, valued pursuant to standing instructions approved by the GVC, or where non-vendor pricing sources had been used to make fair value determinations when sufficient information exists during the prior quarter. Fair valuation determinations are subject to review at least monthly by the GVC during scheduled meetings. Pricing decisions, processes, and controls over fair value determinations are subject to internal and external reviews, including annual internal compliance reviews and periodic internal audit reviews of securities valuations.


43



Managed High Yield Plus Fund Inc.

Notes to financial statements

The types of investments for which such fair value pricing may be necessary include, but are not limited to: foreign investments under some circumstances, as discussed below; securities of an issuer that has entered into a restructuring; investments whose trading has been halted or suspended; fixed income securities that are in default and for which there is no current market value quotation; and investments that are restricted as to transfer or resale. Various factors may be reviewed in order to make a good faith determination of an investment's fair value. These factors include, but are not limited to, fundamental analytical data relating to the investment; the nature and duration of restrictions on disposition of the investment; and the evaluation of forces which influence the market in which the investment is purchased and sold. Valuing securities and other instruments at fair value involves greater reliance on judgment than valuing securities and other instruments that have readily available market quotations. Fair value determinations can also involve reliance on quantitative models employed by an independent third party.

The Fund expects to price most of its portfolio holdings based on current market value, as discussed previously. Investments for which market quotations are not readily available may be valued based upon appraisals received from a pricing service using a computerized evaluation system or formula method that takes into consideration market indices, matrices, yield curves and other specific adjustments. Investments also may be valued based on appraisals derived from information concerning the investment or similar securities or investments received from recognized dealers in those holdings. If the Fund concludes that a market quotation is not readily available for a portfolio investment for any number of reasons, including the occurrence of a "significant event" (e.g., natural disaster or governmental action), after the close of trading in its principal domestic or foreign market but before the close of regular trading on the New York Stock Exchange ("NYSE"), the Fund will use fair value methods to reflect those events.

Forward foreign currency contracts are valued daily using forward exchange rates quoted by independent pricing services.


44



Managed High Yield Plus Fund Inc.

Notes to financial statements

US GAAP requires disclosure regarding the various inputs that are used in determining the value of the Fund's investments. These inputs are summarized into the three broad levels listed below:

Level 1—Unadjusted quoted prices in active markets for identical investments.

Level 2—Other significant observable inputs, including but not limited to, quoted prices for similar investments, interest rates, prepayment speeds and credit risks.

Level 3—Unobservable inputs inclusive of the Fund's own assumptions in determining the fair value of investments.

In accordance with the requirements of US GAAP, a fair value hierarchy has been included near the end of the Fund's Portfolio of investments.

In January 2013, Accounting Standards Update 2013-01 ("ASU 2013-01"), "Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities", replaced Accounting Standards Update 2011-11 ("ASU 2011-11"), "Disclosures about Offsetting Assets and Liabilities". ASU 2013-01 is effective for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. ASU 2011-11 was intended to enhance disclosure requirements on the offsetting of financial assets and liabilities. ASU 2013-01 limits the scope of the new balance sheet offsetting disclosures to derivatives, repurchase and reverse repurchase agreements, and securities lending and borrowing transactions to the extent that they are (1) offset in the financial statements or (2) subject to an enforceable master netting arrangement or similar agreement. Disclosures of open repurchase agreements and related collateral at May 31, 2014 are included within the Fund's Portfolio of Investments under the section titled Repurchase Agreements.

The provisions of ASC Topic 815 "Derivatives and Hedging" ("ASC Topic 815") require qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments and disclosures about credit-risk related contingent features in derivative agreements. Since investment companies value their derivatives at fair value and


45



Managed High Yield Plus Fund Inc.

Notes to financial statements

recognize changes in fair value through the Statement of operations, they do not qualify for hedge accounting under ASC Topic 815. Accordingly, even though a Fund's investments in derivatives may represent economic hedges, they are considered to be non-hedge transactions for purposes of disclosure under ASC Topic 815. ASC Topic 815 requires (1) objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation, (2) the fair values of derivative instruments and their gains and losses be disclosed in a tabular format, and (3) information be disclosed about credit-risk contingent features of derivatives contracts. Certain derivative contracts entered into by the Fund may contain credit-risk related contingent features that could be triggered subject to certain circumstances. Such circumstances include agreed upon net asset value thresholds. If triggered, the derivative counterparty could request cash margin and/or terminate the derivative contract.

Repurchase agreements—The Fund may purchase securities or other obligations from a bank or securities dealer (or its affiliate), subject to the seller's agreement to repurchase them at an agreed upon date (or upon demand) and price. The Fund maintains custody of the underlying obligations prior to their repurchase, either through its regular custodian or through a special "tri-party" custodian or sub-custodian that maintains a separate account for both the Fund and its counterparty. The underlying collateral is valued daily in an effort to ensure that the value, including accrued interest, is at least equal to the repurchase price. In the event of default of the obligation to repurchase, the Fund generally has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. Repurchase agreements involving obligations other than US government securities (such as commercial paper, corporate bonds, equities and mortgage loans) may be subject to special risks and may not have the benefit of certain protections in the event of counterparty insolvency. If the seller (or seller's guarantor, if any) becomes insolvent, the Fund may suffer delays, costs and possible losses in connection with the disposition or retention of the collateral. Under certain circumstances, in the event of default or bankruptcy by the other party to the agreement, realization and/or retention of the collateral may be subject to legal proceedings.


46



Managed High Yield Plus Fund Inc.

Notes to financial statements

The Fund may participate in joint repurchase agreement transactions with other funds managed or advised by UBS Global Asset Management (Americas) Inc. ("UBS Global AM").

Under certain circumstances, the Fund may engage in a repurchase agreement transaction with a yield of zero in order to invest cash amounts remaining in its portfolio at the end of the day in order to avoid having the Fund potentially exposed to a fee for uninvested cash held in a business account at a bank.

Restricted securities

The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities, if any, is included at the end of the Fund's Portfolio of investments.

Investment transactions and investment income—Investment transactions are recorded on the trade date. Realized gains and losses from investment transactions are calculated using the identified cost method. Interest income is recorded on an accrual basis. Discounts are accreted and premiums are amortized as adjustments to interest income and the identified cost of investments.

Foreign currency translation

The books and records of the Fund are maintained in US dollars. Foreign currency amounts are translated into US dollars as follows: (1) the foreign currency market value of investment securities and other assets and liabilities stated in foreign currencies are translated into US dollars based on the current exchange rates each business day; and (2) purchases, sales, income and expenses are translated at the rate of exchange prevailing on the respective dates of such transactions. The resulting exchange gains and losses are included in the Statement of operations.


47



Managed High Yield Plus Fund Inc.

Notes to financial statements

The Fund does not generally isolate the effects of fluctuations in foreign exchange rates from the effects of fluctuations in the market prices of securities. However, the Fund does isolate the effect of fluctuations in foreign exchange rates when determining the realized gain or loss upon the sale or maturity of foreign currency-denominated debt obligations pursuant to US federal income tax regulations. Net realized foreign currency transaction gain (loss) is treated as ordinary income (loss) for income tax reporting purposes.

Forward foreign currency contracts

The Fund may enter into forward foreign currency contracts ("forward contracts") in connection with planned purchases or sales of securities or to hedge the US dollar value of portfolio securities denominated in a particular currency. The Fund may also use forward contracts in an attempt to enhance income, realized gains or manage its foreign currency exposure.

The Fund may enter into forward contracts or maintain a net exposure to forward contracts only if (1) the consummation of the contracts would not obligate the Fund to deliver an amount of foreign currency in excess of the value of the position being hedged by such contracts or (2) the Fund identifies cash or liquid securities in an amount not less than the consummation of the forward contracts and not covered as provided in (1) above, as marked-to-market daily.

Credit risks may arise upon entering into forward contracts from the potential inability of counterparties to meet the terms of their forward contracts. The Fund is also exposed to foreign currency risk due to unanticipated movements in the value of foreign currencies relative to the US dollar.

Fluctuations in the value of open forward contracts are recorded for book purposes as unrealized gains or losses by the Fund. Realized gains and losses include net gains or losses recognized by the Fund on contracts which have been sold or matured. Each of these components is reflected in the Statement of operations. Details of open forward contracts can be found in the Portfolio of investments. Net realized


48



Managed High Yield Plus Fund Inc.

Notes to financial statements

foreign currency gain (loss) from forward foreign currency contracts is treated as capital gain (loss) for income tax purposes.

Dividends and distributions—Dividends and distributions to shareholders are recorded on the ex-dividend date. The amount of dividends and distributions is determined in accordance with federal income tax regulations, which may differ from US GAAP. These "book/tax" differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences do not require reclassification.

Concentration of risk

The ability of the issuers of the debt securities held by the Fund to meet their obligations may be affected by economic and political developments, including those particular to a specific industry, country, state or region. In addition, the Fund's use of leverage creates greater volatility in the Fund's net asset value and market price of its shares.

Investment manager and administrator

The Board has approved an investment management and administration contract ("Management Contract") with UBS Global AM, under which UBS Global AM serves as investment manager and administrator of the Fund. In accordance with the Management Contract, the Fund pays UBS Global AM an investment management and administration fee, which is accrued weekly and paid monthly, at the annual rate of 0.70% of the Fund's average weekly total assets minus liabilities other than the aggregate indebtedness constituting leverage. UBS Global AM has voluntarily agreed to waive a portion of its management and administration fees so that the Fund's effective fee is 0.55% of the Fund's average weekly total assets minus liabilities other than the aggregate indebtedness constituting leverage through July 31, 2015. At May 31, 2014, the Fund owed UBS Global AM $92,945 for investment management and administration fees, net of fee waivers. For the year ended May 31, 2014, UBS Global AM waived


49



Managed High Yield Plus Fund Inc.

Notes to financial statements

$295,629 of investment management and administration fees from the Fund.

Additional information regarding compensation to affiliate of a board member

Professor Meyer Feldberg serves as a senior advisor to Morgan Stanley, a financial services firm with which the Fund may conduct transactions, resulting in him being an interested director of the Fund. The Fund has been informed that Professor Feldberg's role at Morgan Stanley does not involve matters directly affecting any UBS funds. Fund transactions are executed through Morgan Stanley based on that firm's ability to provide best execution of the transactions. During the year ended May 31, 2014, the Fund purchased and sold certain securities (e.g., fixed income securities) in principal trades with Morgan Stanley, having an aggregate value of $8,603,090. Morgan Stanley received compensation in connection with these trades, which may have been in the form of a "mark-up" or "mark-down" of the price of the securities, a fee from the issuer for maintaining a commercial paper program, or some other form of compensation. Although the precise amount of this compensation is not generally known by the Fund's investment manager it is believed that under normal circumstances it represents a small portion of the total value of the transactions.

Borrowings

The Fund has entered into a committed credit facility with State Street Bank and Trust Company (the "Facility") pursuant to which the Fund is able to borrow up to $60 million. Under the terms of the Facility, the Fund borrows at prevailing rates in effect at the time of borrowing. The Fund may borrow up to 331/3% of its adjusted net assets up to the committed amount. ("Adjusted net assets" is calculated as total assets minus total liabilities, excluding liabilities for borrowed money.) In addition, the Fund pays a commitment fee on the unused portion of the Facility.

During the year ended May 31, 2014, the Fund borrowed a daily average balance of $56,945,205 at a weighted average borrowing cost of approximately 0.963%.


50



Managed High Yield Plus Fund Inc.

Notes to financial statements

Purchases and sales of securities

For the year ended May 31, 2014, aggregate purchases and sales of portfolio securities, excluding short-term securities, were $106,178,507 and $106,503,096, respectively.

Capital stock

There are 200,000,000 shares of $0.001 par value capital stock authorized and 62,153,062 shares outstanding at May 31, 2014. Transactions in shares of common stock were as follows:

   

Shares

 

Amount

 

For the year ended May 31, 2014:

 

Shares issued through Dividend Reinvestment Plan

   

   

$

   

For the year ended May 31, 2013:

 

Shares issued through Dividend Reinvestment Plan

   

28,669

   

$

62,310

   

Federal tax status

The Fund intends to distribute substantially all of its income and to comply with the other requirements of the Internal Revenue Code applicable to regulated investment companies. Accordingly, no provision for federal income taxes is required. If the Fund does not distribute substantially all of its net investment income, net realized capital gains and certain other amounts, if any, during the calendar year, the Fund may be subject to a federal excise tax.

The tax character of distributions paid during the fiscal years ended May 31, 2014 and May 31, 2013 were as follows:

Distributions paid from:

 

2014

 

2013

 

Ordinary income

 

$

11,032,169

   

$

11,260,870

   

At May 31, 2014, the components of accumulated deficit on a tax basis were as follows:

Undistributed ordinary income

 

$

106,317

   

Accumulated realized capital and other losses

   

(180,432,489

)

 

Net unrealized appreciation/depreciation

   

7,748,819

   

Total accumulated deficit

 

$

(172,577,353

)

 


51



Managed High Yield Plus Fund Inc.

Notes to financial statements

To reflect reclassifications arising from permanent "book/tax" differences for the year ended May 31, 2014, accumulated undistributed net investment income was increased by $13,385, accumulated net realized loss was decreased by $30,438,892 and paid in capital was decreased by $30,452,277. This difference was primarily due to expiration of capital loss carryforwards and tax treatment of foreign currency transactions.

Under the Regulated Investment Company Modernization Act of 2010 (the "Act"), net capital losses recognized by the Fund after December 22, 2010, may get carried forward indefinitely, and retain their character as short-term and/or long-term losses. The Act requires that post enactment net capital losses be used before pre-enactment net capital losses.

At May 31, 2014, the Fund had a pre-enactment capital loss carryforward of $180,334,125 and a post-enactment long-term capital loss carryforward of $98,364. These carryforwards are available as a reduction, to the extent provided in the regulations, of future realized capital gains. Pre-enactment capital loss carryforwards will expire as follows:

2015

 

$

15,905,876

   

2016

   

8,278,105

   

2017

   

43,873,331

   

2018

   

109,164,504

   

2019

   

3,112,309

   

Total

 

$

180,334,125

   

To the extent that such losses are used to offset future net realized capital gains, it is probable these gains will not be distributed. During the current fiscal year, $30,452,277 of pre-enactment capital loss carryforwards expired unutilized and $4,061,411 of post-enactment capital loss carryforwards were utilized.

ASC 740-10 "Income Taxes—Overall" sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken. The Fund has conducted an analysis and


52



Managed High Yield Plus Fund Inc.

Notes to financial statements

concluded, as of May 31, 2014, that there were no significant uncertain tax positions taken or expected to be taken that would require recognition in the financial statements. It is the Fund's policy to record any significant foreign tax exposures on the financial statements. The Fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of operations. During the year ended May 31, 2014, the Fund did not incur any interest or penalties.

Each of the tax years in the four year period ended May 31, 2014, remains subject to examination by the Internal Revenue Service and state taxing authorities.


53




Managed High Yield Plus Fund Inc.

Report of Ernst & Young LLP, independent
registered public accounting firm

The Board of Directors and Shareholders
Managed High Yield Plus Fund Inc.

We have audited the accompanying statement of assets and liabilities of Managed High Yield Plus Fund Inc. (the "Fund"), including the portfolio of investments, as of May 31, 2014, and the related statements of operations and cash flows for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of May 31, 2014, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.


54



Managed High Yield Plus Fund Inc.

Report of Ernst & Young LLP, independent
registered public accounting firm (concluded)

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Managed High Yield Plus Fund Inc. at May 31, 2014, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with US generally accepted accounting principles.

New York, New York
July 28, 2014


55



Managed High Yield Plus Fund Inc.

General information (unaudited)

The Fund

Managed High Yield Plus Fund Inc. (the "Fund") is a diversified, closed-end management investment company whose shares trade on the New York Stock Exchange ("NYSE"). The Fund's primary investment objective is to seek high income. Its secondary objective is to seek capital appreciation. There can be no assurance that the Fund's investment objectives will be achieved. The Fund's investment manager and administrator is UBS Global Asset Management (Americas) Inc., an indirect wholly owned asset management subsidiary of UBS AG.

Shareholder information

The Fund's NYSE trading symbol is "HYF." Net asset value and market price information as well as other information about the Fund is updated each business day on UBS Global AM's web site at the following internet address: http://globalam-us.ubs.com/corpweb/closedendedfunds.do.

Proxy voting policies, procedures and record

You may obtain a description of the Fund's (1) proxy voting policies, (2) proxy voting procedures and (3) information regarding how the Fund voted any proxies related to portfolio securities during the most recent 12-month period ended June 30 for which an SEC filing has been made, without charge, upon request by contacting the Fund directly at 1-800-647 1568, online on the Fund's Web site: www.ubs.com/ubsglobalam-proxy, or on the EDGAR Database on the SEC's Web site (http://www.sec.gov).

Quarterly Form N-Q portfolio schedule

The Fund will file its complete schedule of portfolio holdings with the Securities and Exchange Commission ("SEC") for the first and third quarters of each fiscal year on Form N-Q. The Fund's Forms N-Q are available on the SEC's Web site at http://www.sec.gov. The Fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC 0330.


56



Managed High Yield Plus Fund Inc.

General information (unaudited)

Additionally, you may obtain copies of Forms N-Q from the Fund upon request by calling 1-800-647 1568.

Dividend reinvestment plan

The Fund's Board has established a Dividend Reinvestment Plan (the "Plan") under which all shareholders whose shares are registered in their own names, or in the name of UBS Financial Services Inc., or its nominee, will have all dividends and other distributions on their shares automatically reinvested in additional shares, unless such shareholders elect to receive cash. Shareholders who elect to hold their shares in the name of another broker or nominee should contact such broker or nominee to determine whether, or how, they may participate in the Plan. The ability of such shareholders to participate in the Plan may change if their shares are transferred into the name of another broker or nominee.

A shareholder may elect not to participate in the Plan or may terminate participation in the Plan at any time without penalty, and shareholders who have previously terminated participation in the Plan may rejoin it at any time. Changes in elections must be made in writing to the Fund's transfer agent and should include the shareholder's name and address as they appear on that share certificate or in the transfer agent's records. An election to terminate participation in the Plan, until such election is changed, will be deemed an election by a shareholder to take all subsequent distributions in cash. An election will be effective only for distributions declared and having a record date at least ten days after the date on which the election is received.

The transfer agent will serve as agent for the shareholders in administering the Plan. After the Fund declares a dividend or determines to make any other distribution, the transfer agent, as agent for the participants, receives the cash payment. Whenever the Fund declares an income dividend or a capital gain distribution (collectively referred to in this section as "dividends") payable either in shares or in cash, nonparticipants in the Plan will receive cash and participants in the Plan will receive the equivalent in shares. The transfer agent will acquire shares for the participants' accounts, depending upon the cir-


57



Managed High Yield Plus Fund Inc.

General information (unaudited)

cumstances described below, either (i) through receipt of unissued but authorized shares from the Fund ("newly issued shares") or (ii) by purchase of outstanding shares on the open market, on the NYSE or elsewhere ("open-market purchases"). If, on the dividend payment date, the net asset value per share is equal to or less than the market price per share, plus estimated brokerage commissions (such condition being referred to herein as "market premium"), the transfer agent will invest the dividend amount in newly issued shares on behalf of the participants. The number of newly issued shares to be credited to each participant's account will be determined by dividing the dollar amount of the dividend by the net asset value per share (but in no event less than 95% of the then current market price per share) on the date the shares were issued. If, on the dividend payment date, the net asset value per share is greater than the market value per share, plus estimated brokerage commissions (such condition being referred to herein as "market discount"), the transfer agent will invest the dividend amount in shares acquired on behalf of the participants in open-market purchases. The number of outstanding shares purchased with each distribution for a particular shareholder equals the result obtained by dividing the amount of the distribution payable to that shareholder by the average price per share (including applicable brokerage commissions) that the transfer agent was able to obtain in the open market.

In the event of a market discount on the dividend payment date, the transfer agent will have until the last business day before the next date on which the shares trade on an "ex-dividend" basis, but in no event more than 30 days after the dividend payment date (the "last purchase date"), to invest the dividend amount in shares acquired in open-market purchases. It is contemplated that the Fund will pay monthly income dividends. Therefore, the period during which open market purchases can be made will exist only from the payment date of the dividend through the date before the next "ex-dividend" date, which typically will be approximately ten to fifteen business days. If, before the transfer agent has completed its open- market purchases, the market price of a share, plus estimated brokerage commissions, exceeds the net asset value per share, the average per


58



Managed High Yield Plus Fund Inc.

General information (unaudited)

share purchase price paid by the transfer agent may exceed the Fund's net asset value per share, resulting in the acquisition of fewer shares than if the dividend had been paid in newly issued shares on the dividend payment date. Because of the foregoing difficulty with respect to open-market purchases, the Plan provides that, if the transfer agent is unable to invest the full dividend amount in open-market purchases during the purchase period or if the market discount shifts to a market premium during the purchase period, the transfer agent will cease making open-market purchases and will invest the uninvested portion of the dividend amount in newly issued shares at the close of business on the earlier of the last purchase date or the first day during the purchase period on which the net asset value per share equals or is less than the market price per share, plus estimated brokerage commissions. The transfer agent will maintain all shareholder accounts in the Plan and will furnish written confirmations of all transactions in the accounts, including information needed by shareholders for personal and tax records. Shares in the account of each Plan participant will be held by the transfer agent in non-certificated form in the name of the participant, and each shareholder's proxy will include those shares purchased pursuant to the Plan. There will be no charge to participants for reinvesting dividends. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the transfer agent's open market purchases of shares in connection with the reinvestment of dividends. The automatic reinvestment of dividends in shares does not relieve participants of any income tax that may be payable on such dividends.

Shareholders who participate in the Plan may receive benefits not available to shareholders who do not participate in the Plan. If the market price (plus commissions) of the shares is above their net asset value, participants in the Plan will receive shares at less than they could otherwise purchase them and will have shares with a cash value greater than the value of any cash dividends they would have received on their shares. If the market price plus commissions is below the net asset value, participants will receive dividends in shares with a net asset value greater than the value of any cash dividends


59



Managed High Yield Plus Fund Inc.

General information (unaudited)

they would have received on their shares. However, there may be insufficient shares available in the market to distribute dividends in shares at prices below the net asset value. Also, since the Fund does not redeem its shares, the price on resale may be more or less than the net asset value.

Experience under the Plan may indicate that changes are desirable. Accordingly, the Fund reserves the right to amend or terminate the Plan with respect to any dividend or other distribution if notice of the change is sent to Plan participants at least 30 days before the record date for such distribution. The Plan also may be amended or terminated by the transfer agent by at least 30 days written notice to all Plan participants. Additional information regarding the Plan may be obtained from, and all correspondence concerning the Plan should be directed to, the transfer agent at BNY Mellon Investment Servicing, P.O. Box 358035, Pittsburgh, Pennsylvania 15252-8035. For further information regarding the Plan, you may also contact the transfer agent directly at 1-866-352 5528.


60



Managed High Yield Plus Fund Inc.

Supplemental information (unaudited)

Board of Directors & Officers

The Fund is governed by a Board of Directors which oversees the Fund's operations. Directors are classified into three classes. The term of office of one class of directors will expire at the Fund's 2014 annual stockholders meeting, with the second class expiring at the 2015 meeting and the third expiring at the 2016 meeting, and when the successors to the members of each class have been elected. The Board members were classified as follows: Class I—Richard Q. Armstrong, Alan S. Bernikow and David Malpass; Class II—Richard R. Burt and Meyer Feldberg; and Class III—Bernard H. Garil and Heather R. Higgins. Officers are appointed by the directors and serve at the pleasure of the Board.

The table below shows, for each director and officer, his or her name, address and age, the position held with the Fund, the length of time served as a director or officer of the Fund, the director's term of office, the director's or officer's principal occupations during the last five years, the number of funds in the UBS fund complex overseen by the director or for which a person served as an officer, and other directorships held by the director.

The Fund's most recent proxy statement for an annual meeting of shareholders contains additional information about the directors and is being mailed to shareholders concurrently with this annual report.


61



Managed High Yield Plus Fund Inc.

Supplemental information (unaudited)

Interested Director

Name, address, and age

  Position(s)
held with
fund
  Term of
office and
length of
time served
  Principal occupation(s)
during past 5 years
  Number of portfolios in fund
complex overseen by director
 

Other directorships held by director

 
Meyer Feldberg;†† 72
Morgan Stanley
1585 Broadway
36th Floor
New York, NY 10036
 

Director

 

Since 1998; Term expires 2014

 

Professor Feldberg is 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 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 2007). Prior to 2004, he was Dean and Professor of Management of the Graduate School of Business at Columbia University (since 1989).

 

Professor Feldberg is a director or trustee of 19 investment companies (consisting of 51 portfolios) for which UBS Global Asset Management (Americas) Inc. ("UBS Global AM") or one of its affiliates serves as investment advisor or manager.

 

Professor Feldberg is also a director of Macy's, Inc. (operator of department stores), Revlon, Inc. (cosmetics), and the New York City Ballet.

 


62



Managed High Yield Plus Fund Inc.

Supplemental information (unaudited)


63



Managed High Yield Plus Fund Inc.

Supplemental information (unaudited)

Independent Directors

Name, address, and age

  Position(s)
held with
fund
  Term of
office and
length of
time served
  Principal occupation(s)
during past 5 years
  Number of portfolios in fund
complex overseen by director
 

Other directorships held by director

 
Richard Q. Armstrong; 79
c/o Keith A. Weller,
Assistant Fund Secretary
UBS Global Asset
Management
(Americas) Inc.
1285 Avenue of the
Americas
New York, NY 10019
 

Director and Chairman of the Board of Directors

 

Since 1998 (Director); Since 2004 (Chairman of the Board of Directors); Term expires 2016

 

Mr. Armstrong is chairman and principal of R.Q.A. Enterprises (management consulting firm) (since 1991 and principal occupation since 1995). Mr. Armstrong was president or chairman of a number of packaged goods companies (responsible for such brands as Canada Dry, Dr. Pepper, Adirondack Beverages and Moët Hennessy) (from 1982 to 1995).

 

Mr. Armstrong is a director or trustee of 11 investment companies (consisting of 43 portfolios) for which UBS Global AM serves as investment advisor or manager.

 

None

 
Alan S. Bernikow; 73
207 Benedict Ave.
Staten Island, NY 10314
 

Director

 

Since 2006; Term expires 2016

 

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 to 2007). Previously, he was deputy chief executive officer at Deloitte & Touche.

 

Mr. Bernikow is a director or trustee of 11 investment companies (consisting of 43 portfolios) for which UBS Global AM serves as investment advisor or manager.

 

Mr. Bernikow is also a director of Revlon, Inc. (cosmetics) (and serves as the chair of its audit committee and as the chair of its compensation committee), a director of Mack-Cali Realty Corporation (real estate investment trust) (and serves as the chair of its audit committee) and a director of the Casual Male Retail Group, Inc. (menswear) (and serves as a member of its audit committee and as a member of its nominating and corporate governance committee). He is also a director of Premier American Bank, N.A.

 


64



Managed High Yield Plus Fund Inc.

Supplemental information (unaudited)


65



Managed High Yield Plus Fund Inc.

Supplemental information (unaudited)

Independent Directors (continued)

Name, address, and age

  Position(s)
held with
fund
  Term of
office and
length of
time served
  Principal occupation(s)
during past 5 years
  Number of portfolios in fund
complex overseen by director
 

Other directorships held by director

 
Richard R. Burt; 67
McLarty Associates
900 17th Street, N.W.
Washington, DC 20006
 

Director

 

Since 1998; Term expires 2014

 

Mr. Burt is a managing director of McLarty Associates (a consulting firm) (since 2007). He was chairman of IEP Advisors (international investments and consulting firm) until 2009. Prior to 2007, he was chairman of Diligence Inc. (international information and risk management firm).

 

Mr. Burt is a director or trustee of 11 investment companies (consisting of 43 portfolios) for which UBS Global AM serves as investment advisor or manager.

 

Mr. Burt is also a director of Central Europe & Russia Fund, Inc., The European Equity Fund, Inc., and The New Germany Fund, Inc. (and serves as a member of each fund's audit, nominating and governance committees).

 
Bernard H. Garil; 74
6754 Casa Grande Way
Delray Beach, FL 33446
 

Director

 

Since 2006; Term expires 2015

 

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 11 investment companies (consisting of 43 portfolios) for which UBS Global AM serves as investment advisor or manager.

 

Mr. Garil is also a director of OFI Global Trust Company (commercial trust company), The Leukemia & Lymphoma Society (voluntary health organization) and a trustee for the Brooklyn College Foundation, Inc. (charitable foundation).

 
Heather R. Higgins; 54
c/o Keith A. Weller
Assistant Fund Secretary
UBS Global Asset
Management
(Americas) Inc.
1285 Avenue of the
Americas, 12th Floor
New York, NY 10019
 

Director

 

Since 2006; Term expires 2015

 

Ms. Higgins is the president and director of The Randolph Foundation (charitable foundation) (since 1991). Ms. Higgins also serves (or had served) on the boards of several non-profit charitable groups, including the Independent Women's Forum (chairman) and the Philanthropy Roundtable (vice chairman). She also serves on the board of the Hoover Institution (from 2001 to 2007 and since 2009).

 

Ms. Higgins is a director or trustee of 11 investment companies (consisting of 43 portfolios) for which UBS Global AM serves as investment advisor or manager.

 

None

 


66



Managed High Yield Plus Fund Inc.

Supplemental information (unaudited)


67



Managed High Yield Plus Fund Inc.

Supplemental information (unaudited)

Independent Directors (concluded)

Name, address, and age

  Position(s)
held with
fund
  Term of
office and
length of
time served
  Principal occupation(s)
during past 5 years
  Number of portfolios in fund
complex overseen by director
 

Other directorships held by director

 
David Malpass; 58
Encima Global, LLC
645 Madison Avenue,
5th Floor,
New York, NY 10022
 

Director

  Since May 2014;
Term expires 2016
 

Mr. Malpass is the president and founder of Encima Global, LLC (economic research and consulting) (since 2008). From 1993 until 2008, he was Chief Economist and Senior Managing Director of Bear, Stearns & Co. (financial services firm).

 

Mr. Malpass is a director or trustee of 11 investment companies (consisting of 43 portfolios) for which UBS Global AM serves as investment advisor or manager.

 

Mr. Malpass is also a director of New Mountain Finance Corp. (business development company) (and serves as a member of its audit committee).

 


68



Managed High Yield Plus Fund Inc.

Supplemental information (unaudited)


69



Managed High Yield Plus Fund Inc.

Supplemental information (unaudited)

Officers

Name, address,
and age
  Position(s)
held with
fund
  Term of
office and
length of
time served
  Principal occupation(s)
during past 5 years;
number of portfolios in
fund complex for which person
serves as officer
 
Joseph Allessie*;
48
 

Vice President, Assistant Secretary and Chief Compliance Officer

  Since 2005
(Vice President and Assistant Secretary);
since July 2014 (Chief Compliance Officer)
 

Mr. Allessie is an executive director (since 2007) (prior to which he was a director) at UBS Global AM—Americas region. Mr. Allessie is head of compliance and operational risk control for the UBS Global Asset Management Division in the Americas with oversight for traditional and alternative investment businesses in Canada, the US and Cayman Islands. Prior to that he served as deputy general counsel of UBS Global AM—Americas region (from 2005 to 2014). Mr. Allessie is a vice president, assistant secretary and chief compliance officer (prior to which he was interim chief compliance officer) (from January to July 2014) of 15 investment companies (consisting of 75 portfolios) for which UBS Global AM serves as investment advisor or manager.

 
Rose Ann
Bubloski*, 46
 

Vice President and Assistant Treasurer

 

Since 2011

 

Ms. Bubloski is a director (since 2012) (prior to which she was an associate director) and senior manager of the US mutual fund treasury administration department of UBS Global AM—Americas region. She is vice president and assistant treasurer of 15 investment companies (consisting of 75 portfolios) for which UBS Global AM serves as investment advisor or manager.

 


70



Managed High Yield Plus Fund Inc.

Supplemental information (unaudited)

Officers (continued)

Name, address,
and age
  Position(s)
held with
fund
  Term of
office and
length of
time served
  Principal occupation(s)
during past 5 years;
number of portfolios in
fund complex for which person
serves as officer
 
Mark E. Carver*;
50
 

President

 

Since 2010

 

Mr. Carver is a managing director and head of product development and management—Americas for UBS Global AM—Americas region (since 2008). In this role, he oversees product development and management for both wholesale and institutional businesses. He is a member of the Americas Management Committee (since 2008) and the Regional Operating Committee (since 2008). Prior to 2008, Mr. Carver held a number of product-related or sales responsibilities with respect to funds, advisory programs and separately managed accounts. Mr. Carver joined a predecessor of an affiliated firm in 1985 and has been with UBS Global AM—Americas region (or its affiliates) since 1996. Mr. Carver is president of 15 investment companies (consisting of 75 portfolios) for which UBS Global AM serves as investment advisor or manager.

 


71



Managed High Yield Plus Fund Inc.

Supplemental information (unaudited)

Officers (continued)

Name, address,
and age
  Position(s)
held with
fund
  Term of
office and
length of
time served
  Principal occupation(s)
during past 5 years;
number of portfolios in
fund complex for which person
serves as officer
 
Thomas Disbrow*;
48
 

Vice President and Treasurer

 

Since 2000 (Vice President); since 2004 (Treasurer)

 

Mr. Disbrow is a managing director (since 2011) (prior to which he was an executive director) (since 2007) and head of the North American Fund Treasury (since 2011) of UBS Global AM—Americas region. Mr. Disbrow is a vice president and treasurer and/ or principal accounting officer of 15 investment companies (consisting of 75 portfolios) for which UBS Global AM serves as investment advisor or manager.

 
Craig G. Ellinger**;
44
 

Vice President

 

Since 2010

 

Mr. Ellinger is a managing director and the head of US investment grade and global high yield fixed income at UBS Global AM—Americas region (since 2012); previously, he was the global head of credit research and global head of high yield at UBS Global AM—Americas region (since 2008). In this role, he oversees US investment grade and global high yield portfolio management. Mr. Ellinger is vice president of two investment companies (consisting of two portfolio) for which UBS Global AM serves as investment advisor or manager.

 


72



Managed High Yield Plus Fund Inc.

Supplemental information (unaudited)

Officers (continued)

Name, address,
and age
  Position(s)
held with
fund
  Term of
office and
length of
time served
  Principal occupation(s)
during past 5 years;
number of portfolios in
fund complex for which person
serves as officer
 
Michael J. Flook*;
49
 

Vice President and Assistant Treasurer

 

Since 2006

 

Mr. Flook is a director (since 2010) (prior to which he was an associate director) (since 2006) and a senior manager of the US mutual fund treasury administration department of UBS Global AM—Americas region (since 2006). Mr. Flook is a vice president and assistant treasurer of 15 investment companies (consisting of 75 portfolios) for which UBS Global AM serves as investment advisor or manager.

 
Christopher S. Ha*;
34
 

Vice President and Assistant Secretary

 

Since 2012

 

Mr. Ha is a director and associate general counsel (since September 2012) at UBS Global AM—Americas region. Prior to joining UBS Global AM—Americas region, Mr. Ha was of counsel at Buhler, Duggal & Henry LLP (law firm)(from March 2012 to July 2012) and an associate attorney at Dechert LLP (law firm)(from 2007 to 2009). Mr. Ha is a vice president and assistant secretary of 15 investment companies (consisting of 75 portfolios) for which UBS Global AM serves as investment advisor or manager.

 


73



Managed High Yield Plus Fund Inc.

Supplemental information (unaudited)

Officers (continued)

Name, address,
and age
  Position(s)
held with
fund
  Term of
office and
length of
time served
  Principal occupation(s)
during past 5 years;
number of portfolios in
fund complex for which person
serves as officer
 
Matthew lannucci**;
42
 

Vice President

 

Since 2009

 

Mr. lannucci is an executive director (since 2010) (prior to which he was a director) (since 2002) and portfolio manager (since 2009) of UBS Global AM—Americas region. Prior to that he was a credit analyst for UBS Global AM—Americas region. Mr. lannucci is a vice president of one investment company (consisting of one portfolio) for which UBS Global AM serves as investment advisor or manager.

 
Mark F. Kemper**;
56
 

Vice President and Secretary

 

Since 2004

 

Mr. Kemper is a managing director (since 2006) and head of the legal department of UBS Global AM—Americas region (since 2004). He has been secretary of UBS Global AM (since 2004) and assistant secretary of UBS Global Asset Management Trust Company (since 1993) and secretary of UBS AM Holdings (USA) Inc. (since 2001). Mr. Kemper is vice president and secretary of 15 investment companies (consisting of 75 portfolios) for which UBS Global AM serves as investment advisor or manager.

 


74



Managed High Yield Plus Fund Inc.

Supplemental information (unaudited)

Officers (continued)

Name, address,
and age
  Position(s)
held with
fund
  Term of
office and
length of
time served
  Principal occupation(s)
during past 5 years;
number of portfolios in
fund complex for which person
serves as officer
 
Joanne M. Kilkeary*;
46
 

Vice President and Assistant Treasurer

 

Since 2004

 

Ms. Kilkeary is an executive director (since 2013) (prior to which she was a director) (since 2008) and a senior manager (since 2004) of the US mutual fund treasury administration department of UBS Global AM—Americas region. Ms. Kilkeary is a vice president and assistant treasurer of 15 investment companies (consisting of 75 portfolios) for which UBS Global AM serves as investment advisor or manager.

 

Tammie Lee*; 43

 

Vice President and Assistant Secretary

 

Since 2005

 

Ms. Lee is an executive director (since 2010) (prior to which she was a director) (since 2005) and associate general counsel of UBS Global AM—Americas region (since 2005). Ms. Lee is a vice president and assistant secretary of 15 investment companies (consisting of 75 portfolios) for which UBS Global AM serves as investment advisor or manager.

 


75



Managed High Yield Plus Fund Inc.

Supplemental information (unaudited)

Officers (continued)

Name, address,
and age
  Position(s)
held with
fund
  Term of
office and
length of
time served
  Principal occupation(s)
during past 5 years;
number of portfolios in
fund complex for which person
serves as officer
 
Nancy Osborn*;
48
 

Vice President and Assistant Treasurer

 

Since 2007

 

Mrs. Osborn is a director (since 2010) (prior to which she was an associate director) and a senior manager of the US mutual fund treasury administration department of UBS Global AM—Americas region (since 2006). Mrs. Osborn is a vice president and assistant treasurer of 15 investment companies (consisting of 75 portfolios) for which UBS Global AM serves as investment advisor or manager.

 

Eric Sanders*; 48

 

Vice President and Assistant Secretary

 

Since 2005

 

Mr. Sanders is a director and associate general counsel of UBS Global AM—Americas region (since 2005). Mr. Sanders is a vice president and assistant secretary of 15 investment companies (consisting of 75 portfolios) for which UBS Global AM serves as investment advisor or manager.

 


76



Managed High Yield Plus Fund Inc.

Supplemental information (unaudited)

Officers (continued)

Name, address,
and age
  Position(s)
held with
fund
  Term of
office and
length of
time served
  Principal occupation(s)
during past 5 years;
number of portfolios in
fund complex for which person
serves as officer
 
Andrew Shoup*;
57
 

Vice President and Chief Operating Officer

 

Since 2006

 

Mr. Shoup is a managing director and global head of the treasury administration department of UBS Global AM—Americas region (since 2006). Mr. Shoup is also a director of UBS (IRL) Fund p.l.c. (since 2008). Mr. Shoup is a vice president and chief operating officer of 15 investment companies (consisting of 75 portfolios) for which UBS Global AM serves as investment advisor or manager.

 
Keith A. Weller*;
52
 

Vice President and Assistant Secretary

 

Since 1998

 

Mr. Weller is an executive director and senior associate general counsel of UBS Global AM—Americas region (since 2005) and has been an attorney with affiliated entities since 1995. Mr. Weller is a vice president and assistant secretary of 15 investment companies (consisting of 75 portfolios) for which UBS Global AM serves as investment advisor or manager.

 


77



Managed High Yield Plus Fund Inc.

Supplemental information (unaudited)

Officers (concluded)

Name, address,
and age
  Position(s)
held with
fund
  Term of
office and
length of
time served
  Principal occupation(s)
during past 5 years;
number of portfolios in
fund complex for which person
serves as officer
 
Mandy Yu*;
30
 

Vice President

 

Since 2013

 

Ms. Yu is an authorized officer (since 2012) and tax compliance manager (since 2013) of the US mutual fund treasury administration department of UBS Global AM—Americas region. She was a Fund Treasury Manager (from 2012 to 2013) and a Mutual Fund Administrator (from 2007 to 2012) for UBS Global AM—Americas region. Ms. Yu is a vice president of 15 investment companies (consisting of 75 portfolios) for which UBS Global AM serves as investment advisor or manager.

 

*  This person's business address is 1285 Avenue of the Americas, New York, New York 10019-6028.

**  This person's business address is One North Wacker Drive, Chicago, Illinois 60606.

  Directors are classified into three classes, with the term of office of each class of directors expiring at successive annual meetings, as further detailed in the preamble to this report section. Officers are appointed by the directors and serve at the pleasure of the Board.

††  Professor Feldberg is deemed an "interested person" of the Fund as defined in the Investment Company Act of 1940, as amended, because he is a senior advisor to Morgan Stanley, a financial services firm with which the Fund may conduct transactions.


78



Managed High Yield Plus Fund Inc.

Supplemental information (unaudited)

N. B.—The following privacy notice applies to closed-end fund shares where the investor's holdings are registered directly with the fund's transfer agent and not held through an intermediary (e.g., in "street name").

Privacy Notice
This privacy notice is not a part of the shareholder report.

UBS family of funds privacy notice

This notice describes the privacy policy of the UBS Family of Funds, the PACE® Funds and all closed-end funds managed by UBS Global Asset Management (collectively, the "Funds"). The Funds are committed to protecting the personal information that they collect about individuals who are prospective, current or former investors.

The Funds collect personal information in order to process requests and transactions and to provide customer service. Personal information, which is obtained from applications and other forms or correspondence submitted to the Funds, may include name(s), address, e-mail address, telephone number, date of birth, social security number or other tax identification number, bank account information, information about your transactions and experiences with the Funds, and any affiliation a client has with UBS Financial Services Inc. or its affiliates ("Personal Information").

The Funds limit access to Personal Information to those individuals who need to know that information in order to process transactions and service accounts. These individuals are required to maintain and protect the confidentiality of Personal Information and to follow established procedures. The Funds maintain physical, electronic and procedural safeguards to protect Personal Information and to comply with applicable laws and regulations.

The Funds may share Personal Information with their affiliates to facilitate the servicing of accounts and for other business purposes, or as otherwise required or permitted by applicable law. The Funds may


79



Managed High Yield Plus Fund Inc.

Supplemental information (unaudited)

also share Personal Information with non-affiliated third parties that perform services for the Funds, such as vendors that provide data or transaction processing, computer software maintenance and development, and other administrative services. When the Funds share Personal Information with a non-affiliated third party, they will do so pursuant to a contract that includes provisions designed to ensure that the third party will uphold and maintain privacy standards when handling Personal Information. In addition to sharing information with non-affiliated third parties to facilitate the servicing of accounts and for other business purposes, the Funds may disclose Personal Information to non-affiliated third parties as otherwise required or permitted by applicable law. For example, the Funds may disclose Personal Information to credit bureaus or regulatory authorities to facilitate or comply with investigations; to protect against or prevent actual or potential fraud, unauthorized transactions, claims or other liabilities; or to respond to judicial or legal process, such as subpoena requests.

Except as described in this privacy notice, the Funds will not use Personal Information for any other purpose unless the Funds describe how such Personal Information will be used and clients are given an opportunity to decline approval of such use of Personal Information relating to them (or affirmatively approve the use of Personal Information, if required by applicable law). The Funds endeavor to keep their customer files complete and accurate. The Funds should be notified if any Personal Information needs to be corrected or updated. Please call 1-800-647 1568 with any questions or concerns regarding your Personal Information or this privacy notice.

Privacy Notice
This privacy notice is not a part of the shareholder report.


80




Directors

Richard Q. Armstrong
Chairman
Alan S. Bernikow
Richard R. Burt
  Meyer Feldberg
Bernard H. Garil
Heather R. Higgins
David Malpass
 

Principal Officers

Mark E. Carver
President
  Craig Ellinger
Vice President
 
Mark F. Kemper
Vice President and Secretary
  Matthew Iannucci
Vice President
 
Thomas Disbrow
Vice President and Treasurer
     

Investment Advisor and
Administrator

UBS Global Asset Management (Americas) Inc.

1285 Avenue of the Americas

New York, New York 10019-6028

This report is sent to the shareholders of the Fund for their information. It is not a prospectus, circular or representation intended for use in the purchase or sale of shares of the Fund or of any securities mentioned in this report.

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940 that from time to time the Fund may purchase shares of its common stock in the open market at market prices.

©UBS 2014. All rights reserved. UBS Global Asset Management (Americas) Inc.



UBS Global Asset Management (Americas) Inc.

1285 Avenue of the Americas

New York, New York 10019-6028

S142




 

Item 2.  Code of Ethics.

 

The registrant has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions pursuant to Section 406 of the Sarbanes-Oxley Act of 2002.  (The registrant has designated the code of ethics adopted pursuant to Sarbanes-Oxley as a “Code of Conduct” to lessen the risk of confusion with its separate code of ethics adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended.)

 

Item 3.  Audit Committee Financial Expert.

 

The registrant’s Board has determined that the following person serving on the registrant’s Audit Committee is an “audit committee financial expert” as defined in item 3 of Form N-CSR:  Alan S. Bernikow.  Mr. Bernikow is independent as defined in Item 3 of Form N-CSR.

 

Item 4.  Principal Accountant Fees and Services.

 

(a)         Audit Fees:

 

For the fiscal years ended May 31, 2014 and May 31, 2013, the aggregate Ernst & Young LLP (E&Y) audit fees for professional services rendered to the registrant were approximately $69,564 and $68,200, respectively.

 

Fees included in the audit fees category are those associated with the annual audits of financial statements and services that are normally provided in connection with statutory and regulatory filings.

 

(b)         Audit-Related Fees:

 

In each of the fiscal years ended May 31, 2014 and May 31, 2013, the aggregate audit-related fees billed by E&Y for services rendered to the registrant that are reasonably related to the performance of the audits of the financial statements, but not reported as audit fees, were approximately $3,000 and $7,088, respectively.

 

Fees included in the audit-related fees category are those associated with (1) the reading and providing of comments on the 2013 and 2012 semiannual financial statements and (2) review of the consolidated 2012 and 2011 reports on the profitability of the UBS Funds to UBS Global Asset Management (Americas) Inc. and its affiliates to assist the board members in their annual advisory/administration contract reviews.

 

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.

 



 

(c)          Tax Fees:

 

In each of the fiscal years ended May 31, 2014 and May 31, 2013, the aggregate tax fees billed by E&Y for professional services rendered to the registrant were approximately $18,100 and $17,978, respectively.

 

Fees included in the tax fees category comprise all services performed by professional staff in the independent accountant’s 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.

 

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.

 

(d)         All Other Fees:

 

In each of the fiscal years ended May 31, 2014 and May 31, 2013, there were no fees billed by E&Y for products and services, other than the services reported in Item 4(a)-(c) above, rendered to the registrant.

 

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 registrant.

 

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.

 

(e)          (1)  Audit Committee Pre-Approval Policies and Procedures:

 

The registrant’s Audit Committee (“audit committee”) has adopted an “Audit Committee Charter (Amended and Restated as of May 12, 2004 - with revisions through July 2013)” (the “charter”).  The charter contains the audit committee’s pre-approval policies and procedures.  Reproduced below is an excerpt from the 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 Fund’s independent auditors 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 Fund’s 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-committee’s 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 Committee’s pre-approval responsibilities to other persons (other than UBS Global [AM] or the Fund’s officers).

 


(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 adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

 

Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, UBS Global [AM] and any service providers controlling, controlled by or under common control with UBS Global [AM] 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 adviser and (c) any entity controlling, controlled by, or under common control with the investment adviser 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.

 

(e) (2)                Services approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X:

 



 

Audit-Related Fees:

 

There were no amounts that were approved by the audit committee pursuant to the de minimis exception for the fiscal years ended May 31, 2014 and May 31, 2013 on behalf of the registrant.

 

There were no amounts that were required to be approved by the audit committee pursuant to the de minimis exception for the fiscal years ended May 31, 2014 and May 31, 2013 on behalf of the registrant’s service providers that relate directly to the operations and financial reporting of the registrant.

 

Tax Fees:

 

There were no amounts that were approved by the audit committee pursuant to the de minimis exception for the fiscal years ended May 31, 2014 and May 31, 2013 on behalf of the registrant.

 

There were no amounts that were required to be approved by the audit committee pursuant to the de minimis exception for the fiscal years ended May 31, 2014 and May 31, 2013 on behalf of the registrant’s service providers that relate directly to the operations and financial reporting of the registrant.

 

All Other Fees:

 

There were no amounts that were approved by the audit committee pursuant to the de minimis exception for the fiscal years ended May 31, 2014 and May 31, 2013 on behalf of the registrant.

 

There were no amounts that were required to be approved by the audit committee pursuant to the de minimis exception for the fiscal years ended May 31, 2014 and May 31, 2013 on behalf of the registrant’s service providers that relate directly to the operations and financial reporting of the registrant.

 

(f)           For the fiscal year ended May 31, 2014, if greater than 50%, specify the percentage of hours spent on the audit of the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons who are not full-time, permanent employees of E&Y. According to E&Y, such amount was below 50%; therefore disclosure item not applicable to this filing.

 

(g)          For the fiscal years ended May 31, 2014 and May 31, 2013, the aggregate fees billed by E&Y of $199,440 and $259,888, respectively, for non-audit services rendered on behalf of the registrant (“covered”), its investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and any entity controlling, controlled by, or under common control with the adviser (“non-covered”) that provides (or provided during the relevant fiscal period) ongoing services to the registrant for each of the last two fiscal years of the registrant is shown in the table below:

 

 

 

2014

 

2013

 

Covered Services

 

$

21,100

 

$

25,066

 

Non-Covered Services

 

178,340

 

234,822

 

 

(h)         The registrant’s audit committee was not required to consider whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any

 



 

sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

 

Item 5. Audit Committee of Listed Registrants.

 

The registrant has a separately designated standing audit committee (the “Audit Committee”) established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended.  The Audit Committee is comprised of the following board members:  Mr. Armstrong, Mr. Bernikow, Mr. Burt, Mr. Garil, Mr. Malpass and Ms. Higgins.

 

Item 6.  Investments.

 

(a)         Included as part of the report to shareholders filed under Item 1 of this form.

 

(b)         Not applicable.

 

Item 7.  Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

The registrant’s Board of Directors believes that the voting of proxies on securities held by the registrant is an important element of the overall investment process.  As such, the Board has delegated the responsibility to vote such proxies to the registrant’s advisor.  Following is a summary of the proxy voting policy of the advisor.

 

CORPORATE GOVERNANCE PHILOSOPHY, VOTING GUIDELINES AND POLICY SUMMARY

 

The proxy voting policy of UBS Global Asset Management (Americas) Inc. (“UBS Global AM”) is based on its belief that voting rights have economic value and should be treated accordingly.  Generally, UBS Global AM expects the boards of directors of companies issuing securities held by its clients to act in the service of the shareholders, view themselves as stewards of the company, to exercise good judgment and practice diligent oversight of the management of the company.  While there is no absolute set of rules that determine appropriate corporate governance under all circumstances and no set of rules will guarantee ethical behavior, there are certain principles, which provide evidence of good corporate governance.  UBS Global AM may delegate to an independent proxy voting and research service the authority to exercise the voting rights associated with certain client holdings.  Any such delegation shall be made with the direction that the votes be exercised in accordance with UBS Global AM’s proxy voting policy.

 

When UBS Global AM’s view of a company’s management is favorable, UBS Global AM generally supports current management initiatives.  When UBS Global AM’s view is that changes to the management structure would probably increase shareholder value, UBS Global AM may not support existing management proposals.  In general, UBS Global AM generally exercises voting rights in accordance with the following principles: (1) with respect to board structure, (a) the roles of chairman and chief executive generally should be separated, (b) board members should have appropriate and diverse experience and be capable of providing good judgment and diligent oversight of management of the company, and (c) the board should include executive and non-executive members and the non-executive members should provide a challenging, but generally supportive environment; and (2) with respect to board responsibilities, (a) the whole board should be fully involved in endorsing strategy and in all major strategic decisions, and (b) the board should ensure that, among other things, at all times the interests of

 



 

executives and shareholders are aligned and the financial audit is independent and accurate. In addition, UBS Global AM focuses on the following areas of concern when voting its clients’ securities: economic value resulting from acquisitions or disposals; operational performance; quality of management; independent board members not holding management accountable; quality of internal controls; lack of transparency; inadequate succession planning; poor approach to social responsibility; inefficient management structure; and corporate activity designed to frustrate the ability of shareholders to hold the board accountable or realize the maximum value of their investment. UBS Global AM exercises its voting rights in accordance with overarching rationales outlined by its proxy voting policies and procedures that are based on the principles described above.

 

UBS Global AM has implemented procedures designed to identify whether it has a conflict of interest in voting a particular proxy proposal, which may arise as a result of its or its affiliates’ client relationships, marketing efforts or banking, investment banking and broker/dealer activities.  To address such conflicts, UBS Global AM has imposed information barriers between it and its affiliates who conduct banking, investment banking and broker/dealer activities and has implemented procedures to prevent business, sales and marketing issues from influencing its proxy votes.  Whenever UBS Global AM is aware of a conflict with respect to a particular proxy, the UBS Global AM Corporate Governance Committee is required to review and resolve the manner in which such proxy is voted.

 

Item 8.  Portfolio Managers of Closed-End Management Investment Companies.

 

(a)         (1)                                 Names —   Craig Ellinger and Matthew Iannucci provide day-to-day portfolio management for the registrant as a team.

 

Title — Mr. Ellinger and Mr. Iannucci are each a Vice President of the registrant.

 

Length of Service — Mr. Ellinger began serving as a portfolio manager for the registrant in June 2010 and became a Vice President in July 2010.  Mr. Iannucci began serving as a portfolio manager for the registrant in April 2010 and became a Vice President in November 2009.  (Mr. Iannucci had been involved with the registrant before being named a portfolio manager.)

 

Business Experience Last 5 Years (for Mr. Ellinger) — Mr. Ellinger is a managing director and the Head of US Investment Grade (since 2012) & Global High Yield Fixed Income (since 2008) at UBS Global Asset Management (Americas) Inc. (“UBS Global AM”).  He is a member of the Fixed Income Management Committee and several global fixed income strategy subcommittees and has been with the firm since 2000.

 

Business Experience Last 5 Years (for Mr. Iannucci) — Mr. Iannucci is an executive director (since March 2010) (prior to which he was a director) (since 2002) and senior portfolio manager (portfolio manager since 2009) of UBS Global AM.  Prior to that, he was a credit analyst of UBS Global AM.

 

Information in 8(a)(1) is as of August 8, 2014.

 

(a) (2) (i)  Messrs. Ellinger and Iannucci are primarily responsible for the day-to-day management of other accounts.  Further information is provided below.

 

(a) (2) (ii) (A)  Registered Investment Companies

 



 

Mr. Ellinger is responsible for 10 additional Registered Investment Companies (not including the registrant) with approximately $1.5 billion in total assets within this category.

 

Mr. Iannucci is responsible for three additional Registered Investment Companies (not including the registrant) with approximately $612 million in total assets within this category.

 

(a) (2) (ii) (B)  Other Pooled Investment Vehicles

 

Mr. Ellinger is responsible for 12 Other Pooled Investment Vehicles having approximately $7 billion in total assets.

 

Mr. Iannucci is responsible for 10 Other Pooled Investment Vehicles having approximately $7 billion in total assets.

 

(a) (2) (ii) (C)  Other accounts

 

Mr. Ellinger is responsible for two other accounts totaling approximately $245 million in total assets.

 

Mr. Iannucci is responsible for three other accounts totaling less than $1 million in total assets.

 

(a) (2) (iii)  Accounts with respect to which an advisory fee is based on the performance of the account.

 

For Mr. Ellinger — None.

For Mr. Iannucci — None.

 

(a)         (2) (iv)  Conflicts.

 

The portfolio management team’s management of the registrant and other accounts could result in potential conflicts of interest if the registrant and other accounts have different objectives, benchmarks and fees because the portfolio management team must allocate its time and investment expertise across multiple accounts, including the registrant.  The portfolio manager and the team of which he is a member manage the registrant and other accounts utilizing a model approach that groups similar accounts within a model portfolio. UBS Global AM manages accounts according to the appropriate model portfolio, including where possible, those accounts that have specific investment restrictions. Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across accounts, which may minimize the potential for conflicts of interest.

 

If a portfolio manager identifies a limited investment opportunity that may be suitable for more than one account or model portfolio, the registrant may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible portfolios and accounts. To deal with these situations, UBS Global AM has adopted procedures for allocating portfolio trades across multiple accounts to provide fair treatment to all accounts.

 

The management of personal accounts by a portfolio manager may also give rise to potential conflicts of interest. UBS Global AM and the registrant have adopted a Code of Ethics that governs such personal trading, but there is no assurance that the Code will adequately address all such conflicts.

 

(Information in Item 8(a)(2) is provided as of the Registrant’s fiscal year end of  May 31, 2014.)

 

(a)         (3) Compensation.

 



 

UBS Global AM’s compensation and benefits programs are designed to provide its investment professionals with incentives to excel, and to promote an entrepreneurial, performance-oriented culture with clear accountability. They also align the interests of investment professionals with those of our clients and other stakeholders.

 

The total compensation received by the portfolio managers and analysts at UBS Global AM, including the registrant’s portfolio managers, has up to three basic components — a fixed component (base salary and benefits), a variable and discretionary cash component and, for employees whose total compensation exceeds a defined threshold, a variable and discretionary deferred component. These are described in more detail below:

 

·                                          The fixed component (base salary and benefits) is set with the aim of being competitive in the industry and monitored and adjusted periodically with reference to the relevant local labor market in order to remain so. The fixed component is used to recognize the experience, skills and knowledge that each portfolio manager and analyst brings to their role.

·                                          Variable compensation is determined annually on a discretionary basis. It is correlated with the individual’s financial and non-financial contribution, as assessed through a rigorous performance assessment process, and on the performance of their respective function, of UBS Global AM and of UBS as a whole. As its name implies, variable compensation is subject to change and is delivered in cash and, when over a defined total compensation threshold, deferral vehicles.

·                                          Variable deferred — employees may have a portion of their variable compensation deferred. Amounts deferred are delivered via two deferral vehicles — 75% in the UBS Global AM Equity Ownership Plan (Global AM EOP) and 25% in the Deferred Contingent Capital Plan (DCCP):

 

·                  Global AM EOP awards vest over five years with one third of the award vesting in year two, one third in year three and one third in year five, subject to continued service. Through the Global AM EOP, all deferred awards are granted in the form of vehicles aligned to selected UBS Global AM funds, known as Notional Funds (formerly known as Alternative Investment Vehicles or AIVs).

 

·                  The DCCP is a new mandatory deferral plan introduced for performance year 2012.  Awards under the DCCP vest 100% in year five, subject to continued service

 

UBS Global AM believes that not only do these deferral plans reinforce the critical importance of creating long-term business value, with both plans serving as alignment and retention tools.

 

UBS Global AM strongly believes that aligning portfolio managers’   variable compensation to both the short-term and longer-term performance of their portfolios closely aligns the portfolio managers’ interests with those of the firm’s clients. The total annual variable compensation pool available for distribution is generally dependant upon the overall profitability of UBS Group and UBS Global AM.

 



 

The allocation of the variable compensation pool to each portfolio manager is linked to the investment performance of the registrant versus its benchmark, the BofA Merrill Lynch US High Yield Cash Pay Constrained Index and, where appropriate, peer strategies, over one and three years.

 

For analysts, variable compensation is, in general, based on the performance of some combination of model and/or client portfolios, generally evaluated over one and three years and coupled with a qualitative assessment of their contribution.  This is coupled with a qualitative assessment of their contribution considering factors such as the quality of their research, stock recommendations and their communication within and between teams and with portfolio managers.

 

(Information in Item 8(a)(3) is provided as of the Registrant’s fiscal year end of  May 31, 2014.)

 

(a)          (4)  Dollar Range of Securities of Registrant Beneficially Owned by Portfolio Managers identified above:

 

None

 

(Information in Item 8(a)(4) is provided as of the Registrant’s fiscal year end of May 31, 2014.)

 

Item 9.  Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

There were no purchases made by or on behalf of the Registrant or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended, of shares of the Registrant’s equity securities that are registered by the Registrant pursuant to Section 12 of the Exchange Act made in the period covered by this report.

 

Item 10.  Submission of Matters to a Vote of Security Holders.

 

The registrant’s Board has established a Nominating and Corporate Governance Committee.  The Nominating and Corporate Governance Committee will consider nominees recommended by shareholders if a vacancy occurs among those board members who are not “interested persons” as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended.  In order to recommend a nominee, a shareholder should send a letter to the chairperson of the Nominating and Corporate Governance Committee, Richard R. Burt, care of the Secretary of the registrant at UBS Global Asset Management, UBS Building, One North Wacker Drive, Chicago, IL 60606, and indicate on the envelope “Nominating and Corporate Governance Committee.”  The shareholder’s letter should state the nominee’s name and should include the nominee’s 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.

 



 

Item 11.  Controls and Procedures.

 

(a)           The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

 

(b)           The registrant’s principal executive officer and principal financial officer are aware of no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940, as amended) that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12.  Exhibits.

 

(a)               (1) Code of Ethics as required pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 (and designated by registrant as a “Code of Conduct”) is filed herewith as Exhibit EX-99.CODE ETH.

 

(a)             (2) Certifications of principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto as Exhibit EX-99.CERT.

 

(a)             (3) Written solicitation to purchase securities under Rule 23c-1 under the Investment Company Act of 1940 sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons — The registrant has not engaged in such a solicitation during the period covered by this report.

 

(b)               Certifications of principal executive officer and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as Exhibit EX-99.906CERT.

 

(c)                Disclosure pursuant to Section 13(r) of the Securities Exchange Act of 1934, as amended, is attached hereto as Exhibit EX-99.IRANNOTICE.

 



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Managed High Yield Plus Fund Inc.

 

 

 

By:

/s/ Mark E. Carver

 

 

Mark E. Carver

 

 

President

 

 

 

 

Date:

August 8, 2014

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

By:

/s/ Mark E. Carver

 

 

Mark E. Carver

 

 

President

 

 

 

 

Date:

August 8, 2014

 

 

 

 

By:

/s/ Thomas Disbrow

 

 

Thomas Disbrow

 

 

Vice President and Treasurer

 

 

 

 

Date:

August 8, 2014

 

 


EX-99.CODEETH 2 a14-15762_1ex99dcodeeth.htm EX-99.CODEETH

Exhibit 99.CODEETH

 

UBS GLOBAL ASSET MANAGEMENT FUNDS

 

CODE OF CONDUCT

 



 

INTRODUCTION

 

This Code of Conduct (“Code”) applies to U.S. registered investment companies (“Funds”) for which UBS Global Asset Management (“UBS Global AM”) acts as advisor, sub-advisor and/or manager where UBS Global AM employees serve as officers of the Funds. This Code shall serve as the code of ethics required by Section 406 of the Sarbanes-Oxley Act.

 

This Code applies to a Fund’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

 

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

 

Each person to whom this Code applies (a “Covered Person”) must respect, and comply with, the laws, rules and regulations applicable to a Fund.

 

It is the personal responsibility of each Covered Person to adhere to the standards and restrictions imposed by those laws, rules and regulations.

 

INTEGRITY AND CONFLICTS OF INTEREST

 

Each Covered Person must act ethically, with honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. A conflict of interest exists when a person’s private interest interferes, or appears to interfere, in any way with the interests of a Fund.

 

Any Covered Person who becomes aware of a conflict of interest or potential conflict of interest not addressed by existing policies or procedures (e.g., Rule 17e-1 Procedures) must promptly consult the Compliance Procedure described in this Code.

 

FAIR DEALING

 

A Covered Person must not take unfair advantage of a Fund through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair practice.

 

A Covered Person must respect and promote compliance with applicable insider trading laws, rules and regulations as well as with the internal directives and policies of UBS Global AM concerning the illegal or unethical trading on material non-public information.

 



 

FUND OPPORTUNITIES

 

A Covered Person must abstain from taking for himself or herself personally, or directing to third parties, opportunities that are discovered through the use of Fund property, information or position, or otherwise competing with the interests of a Fund, unless a Fund has already been offered the opportunity and turned it down or such actions are otherwise consistent with the policies and practices disclosed in the Fund’s disclosure documents or approved by the Fund’s board or otherwise permissible under securities laws and regulations (e.g., soft dollars, trade allocation policies).

 

PROTECTION AND PROPER USE OF FUND ASSETS

 

A Covered Person must endeavor to protect a Fund’s assets.

 

Fund property should not be used for personal use.

 

DISCLOSURE IN REPORTS AND DOCUMENTS

 

A Covered Person must see that a Fund discloses information fully, fairly, accurately, timely and understandably in reports and documents that a Fund files with, or submits to, the SEC and in other public communications made by a Fund.

 

REPORTING ANY VIOLATIONS OF THE CODE

 

A Covered Person must promptly consult the Compliance Procedure described in this Code about any observed violations of this Code, including any violations of laws, rules, regulations or other legal requirements or when in doubt about the best course of action in a particular situation.

 

It is the policy of UBS Global AM not to allow retaliation for reports of misconduct by others made in good faith.

 

Reports may be made anonymously if the situation requires that identity be kept secret.

 

WAIVERS OF THIS CODE

 

Any waiver of this Code may be made only by the Board of the relevant Fund or the General Counsel or a Deputy General Counsel of UBS Global AM and will be disclosed as required by applicable law or regulations. Any waiver by the General Counsel or a Deputy General Counsel of UBS Global AM must be reported to the Board of the relevant Fund no later than their next regularly scheduled meeting.

 

For purposes of this provision, the term “waiver” means the approval of a material departure from a provision in this Code. It also includes an “implicit waiver,” which means the failure to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an executive officer of a fund or the General Counsel or a Deputy General Counsel of UBS Global AM.

 



 

Any person granting a waiver is responsible for promptly alerting the persons responsible for preparing SEC filings so that required disclosure regarding a waiver may be timely included in filings (e.g., Form N-CSR filings).

 

COMPLIANCE PROCEDURE

 

If you are unsure about how to handle a situation with regard to this Code or are aware of any violations or apparent violations of this Code promptly contact the General Counsel or a Deputy General Counsel of UBS Global AM.

 

A Fund’s Board, the General Counsel or a Deputy General Counsel of UBS Global AM has the authority to interpret this Code in any particular situation.

 

ACCOUNTABILITY FOR ADHERENCE TO THIS CODE

 

Those who violate the standards in this Code will be subject to disciplinary proceedings or dismissal by UBS Global AM.

 

A copy of this Code shall be provided to each Covered Person.

 

NOTE REGARDING INTERPLAY WITH OTHER REQUIREMENTS

 

This Code deals with the required standards of fairness, honesty and integrity in a universal and general manner. UBS Global AM and its affiliates have issued, and will issue from time to time, more specific directives, policies, principals and procedures to implement such values while reflecting the specific requirements of a business group, business area or a particular jurisdiction. If there is any inconsistency between the requirements of this Code or any other applicable policy, the higher standard shall apply.

 

This Code is supplemental to, and does not replace, any other code applicable to Covered Persons, such as a code of ethics regarding personal investing or restrictions on the receipt of gifts from third-party vendors or service contractors.

 


EX-99.CERT 3 a14-15762_1ex99dcert.htm EX-99.CERT

Exhibit EX-99.CERT

 

Certifications

 

I, Mark E. Carver, President of Managed High Yield Plus Fund Inc., certify that:

 

1.                                      I have reviewed this report on Form N-CSR of Managed High Yield Plus Fund Inc.;

 

2.                                      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.                                      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.                                      The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a)               Designed such disclosure controls and procedures, or caused such disclosure controls     and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)               Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)                Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)               Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.                                      The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)               All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

(b)               Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

By:

/s/ Mark E. Carver

 

 

Mark E. Carver

 

 

President

 

 

 

 

Date:

August 8, 2014

 

 



 

I, Thomas Disbrow, Vice President and Treasurer of Managed High Yield Plus Fund Inc., certify that:

 

1.                                      I have reviewed this report on Form N-CSR of Managed High Yield Plus Fund Inc.;

 

2.                                      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.                                      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.                                      The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a)               Designed such disclosure controls and procedures, or caused such disclosure controls     and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)               Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)                Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)               Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.                                      The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)               All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

(b)               Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

By:

/s/ Thomas Disbrow

 

 

Thomas Disbrow

 

 

Vice President and Treasurer

 

 

 

 

Date:

August 8, 2014

 

 


EX-99.906CERT 4 a14-15762_1ex99d906cert.htm EX-99.906CERT

Exhibit EX-99.906CERT

 

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

 

In connection with the attached report of Managed High Yield Plus Fund Inc. (the “Registrant”) on Form N-CSR (the “Report”), each of the undersigned officers of the Registrant does hereby certify that, to the best of such officer’s knowledge:

 

1)             the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended;

 

2)             the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant as of, and for, the periods presented in the Report.

 

 

Dated:

August 8, 2014

 

 

 

 

By:

/s/ Mark E. Carver

 

 

Mark E. Carver

 

 

President

 

 

 

 

 

 

 

Dated:

August 8, 2014

 

 

 

 

By:

/s/ Thomas Disbrow

 

 

Thomas Disbrow

 

 

Vice President and Treasurer

 

 

This certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

 


EX-99.IRANNOTICE 5 a14-15762_1ex99dirannotice.htm EX-99.IRANNOTICE

Exhibit EX.99.IRANNOTICE

 

Disclosure pursuant to Section 13(r) of the Securities Exchange Act of 1934

 

The disclosure below does not relate to any activities conducted by the registrant and does not involve the registrant or the registrant’s management.  The disclosure relates solely to activities conducted by UBS AG.

 

Section 219 of the U.S. Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRA”) added new Section 13(r) to the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) requiring each SEC reporting issuer to disclose in its annual and, if applicable, quarterly reports whether it or any of its affiliates have knowingly engaged in certain activities, transactions or dealings relating to Iran or with the Government of Iran or certain designated natural persons or entities involved in terrorism or the proliferation of weapons of mass destruction during the period covered by the report. The required disclosure includes disclosure of activities not prohibited by U.S. or other law even if conducted outside the U.S. by non-U.S. affiliates in compliance with local law. The registrant’s investment adviser UBS Global Asset Management (Americas) Inc. is an indirect wholly-owned subsidiary of UBS AG.  As a result, it appears that registrant is required to provide the disclosures set forth below pursuant to Section 219 of ITRA and Section 13(r) of the Exchange Act.  It should therefore be noted that the Annual Report on Form 20-F for the year ended December 31, 2013 filed by UBS AG with the Securities and Exchange Commission on March 14, 2014 contained the disclosure set forth below (with all references contained therein to “UBS” being references to UBS AG and its consolidated subsidiaries).  By providing this disclosure, the registrant does not admit that it is an affiliate of UBS AG or UBS Global Asset Management (Americas) Inc.

 

The disclosure relates solely to activities conducted by UBS AG and its consolidated subsidiaries.

 

Disclosure Pursuant To Section 219 of the Iran Threat Reduction and Syrian Human Rights Act

 

UBS AG has a Group Sanctions Policy which was implemented in 2006 that prohibits transactions involving sanctioned countries, including Iran, and sanctioned individuals and entities. However, UBS continues to maintain one account involving the Iranian government under the auspices of the United Nations in Geneva after agreeing with the Swiss government that it would do so only under certain conditions. These conditions include that payments involving the account must: (1) be made within Switzerland; (2) be consistent with paying rent, salaries, telephone and other expenses necessary for its operations in Geneva; and (3) not involve any Specially Designated Nationals blocked or otherwise restricted under U.S. or Swiss law. In 2013, the gross/net revenues for this UN related account were approximately USD 15,857(1) which was generated by fees charged to the account; the net profit was approximately USD 10,647 after deductions were taken for UBS internal costs for maintaining the account.

 


(1) All figures in this Section 219 disclosure are stated in US dollars for convenience and consistency, although the underlying transactions are denominated in other currencies, principally Swiss francs.

 



 

UBS AG intends to continue maintaining this account pursuant to the conditions it has established and consistent with its Group Sanctions Policy.

 

As previously reported, there were also certain outstanding trade finance arrangements that had been issued on behalf of Swiss client exporters in favor of their Iranian counterparties which involve four Iranian designated banks (WMD). At the time these trade finance arrangements were initiated in or about 2000, none of the Iran banks involved were WMD-designated. In February 2012, due to increasing risks involving Iran, UBS ceased accepting payments on these outstanding export trade finance arrangements and worked with the Swiss government who insured these contracts (Swiss Export Risk Insurance “SERV”). On December 21, 2013, UBS and the SERV entered into certain Transfer and Assignment Agreements under which SERV purchased all of UBS’s remaining receivables under or in connection with Iran-related export finance transactions. Subsequently the SERV notified the Iranian banks and requested their agreement. Such agreement is stipulated under the terms of the original contracts. To date UBS has not been informed of any confirmation. Hence from a legal perspective, the SERV is the sole beneficiary of said receivables. Contractually UBS remains creditor and thus accordingly it is not yet in the position to write off these receivables.  There was no financial activity involving Iran in connection with these trade finance arrangements in 2013.  In connection with these trade finance arrangements, UBS has maintained one existing account relationship with an Iranian bank that is currently WMD designated.  This account was established as a correspondent banking relationship prior to the U.S. designation.  In 2006, when UBS implemented its Group Sanctions Policy, the relationship was closed but the account was maintained due to the existing trade finance arrangements.  In or about 2007, following the designation of the bank pursuant to sanctions issued by the U.S., UN and Switzerland, the account was blocked under Swiss law and has remained blocked since then.  Client assets as of December 2013 were USD 3,553.  We intend to terminate these legacy arrangements and relationships in accordance with the nature of these instruments and applicable law.  As there have been no transactions involving this account in 2013 other than general account fees, there are no gross profits/net revenues to report for 2013.

 

In 1993, a non-Iranian individual opened a private banking relationship at a predecessor institution of UBS AG in Switzerland.  In 2001, this individual was designated under Executive Order 13224 and remains so today.  In 2001, the individual’s accounts at UBS AG were blocked by order of the Swiss authorities.  The Swiss authorities lifted the blocking of the individual’s UBS accounts in October 2012.  UBS AG does not intend to continue this activity and has been in the process of exiting this client relationship.  UBS AG has frozen the client’s remaining account until it can be closed as permitted by applicable law.  In 2013, the gross revenues for this client relationship were approximately USD -2,667 and the net loss was approximately USD -10,025

 


GRAPHIC 6 j14157622_za006.jpg GRAPHIC begin 644 j14157622_za006.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^X`#D%D M;V)E`&3``````?_;`(0``0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0("`@("`@("`@("`P,#`P,#`P,#`P$!`0$!`0$"`0$" M`@(!`@(#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`P,#_\``$0@`)@!?`P$1``(1`0,1`?_$`:(````&`@,!```````` M``````<(!@4$"0,*`@$`"P$```8#`0$!````````````!@4$`P<""`$)``H+ M$``"`0,$`0,#`@,#`P(&"74!`@,$$042!B$'$R(`"#$403(C%0E10A9A)#,7 M4G&!&&*1)4.AL?`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`$\.`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`\#QVS[Q\O_\`Q("R M_P">9O\`M$GZZI\L_P#R+/F+_I<1_P#=\VSK87]Y!](WA%ACMU>.)-(] M`]//K?O]N9)%@W*62..W> M4Z5$2`TC5F[4U@QN,@2'([N)#[M>S_.G-'W.?;3[?B[\E,+EMO8?+]"9 M_=^2S6XIIV@DS_5N\>O=S8>OQ--EZ**2*I@@RV1I:J(5$J4B4DM80X,I622M MYY?AW+>]KYD@>-)K"20L]::X)(G4J&'$!B&%2%TE\YSA_P"WWNG?5)6B<@JQBCDC;0IE,JVX*T2JUM_(7^;WVLW MR1[W^+OP0^-W5_R%WE\7=I[PW%W5O#N[Y,8#X[[7R&Y.O=N[7W1O_JSI3#R[ M0WKN3M3=G7F'W]@I-SY)EQ>"VU49.EI:ZI5ZN!_8NZ@GJC#XS?SM/F9_//[= MW3\(OAEL':_\M3KG>W\0[*[R^5VWAN3L3M+9W7R[0P4>_=H[5SF#VCMW96,[ MGWINJ/)/B]X9*HP$KX6%?#'39*C5ZSW7NB]_"+H_NO\`E8=.?S!_GQ_+E[HS M78NU?B3_`#%?DE\<._/A?V1-7=A;>^3_`,8>G^V\1L#J7>V(R?7&UJ[<&SN[ MMOT>[ZN=MTQT"X1Z3S5Z.XM];E&&I.N\9O#KC+8W^\FZIJ:1IV,:@<**0 MV?PFO#K86]Y!]B)?RUZF"M^'^QJREE6>EJ^Q?DE4TTR&Z303_`":[AEAE M0FQ*R1N"/\#[`OMNRORA`Z&JFXO"#\C>W'62WWNX9;?WYW*WG4K,FT[`K`\0 MR\O;4"#\P13JEW^2?\;^L^]^G._GWY+V)#/1;XP6'I)=D]P=K]<0)15VVI9* MD5F)V'O+;V!S4SDD!\A25;!"4'H.GW#'LKRYMF^[/?F_^H#+.JCP[B>$4*9J ML4B*WVNK>G#KH3_>(^[?.'MGS_RNO+(VEHI-MFE87FU[;?DNEP`NF6]M)YH0 M.-()8P3W?%GHPO0_8V^?@-_,)PGP!_B^(W;\<.UJ>+<'7$TVT]KX7>VTJSMDW)MZ;%UL^0$[ST[15JM`WDA<0[#N-]R%[@IR#K2;E MR[&N']-%DC+JQ74T:KK.M"C%ZDBC]IJIBOW,Y3Y;^\[]U>Y^]#X$]C[M[(Y@ MOP+FYEM+I;>6))1%%=33"W06\Z7$20%`CA[U7:'6>2QDV4H\WM#(U&*RVS][8Z:&LQ>X&J[9].XPLT1FA*Z@T9*M'(,JVA@00:.O`,!UCA[*_>> M][_NMF/8X8/&Y2OH8;Y=NW".01M#=1K)%=6D@*20BXC*NKH7@DJ':)V%>J9\ MAT%\K/@'VOM#XB9CN6;>_P`9?G)2;J^.>)R$5)6UF&P&3[5QR=;?WE&QT4T)56G' M@Z_"9OTWC:57(5Z2*"-1/P]`[7W/]DOO0_OB7W%W?\DN]?@7WK\>NB*3Y9]Y=7_)+M2LZ7R&>W'O&AZ/[.Q';&U?CI MV_M3959ALAAJC;]9(6KD-0ZS8M)#E;UQ`ZPYK!=^=,]F;NRN&V#T;_)`VK_- M?ZYQG6&9W3NCJ'9V)QO2OQF^"?3-=7]_]Y;B^/*[JFVAUKO[Y$;M[JPV&PFU MZ[+KD-N[=Q];59&HEJ]67C]U[JJC^5Q@,?\`#CK3YEYSI_\`F#=.[[P'9G.D3 M&5M,SQUU;Q.X-T5:UM' MD8,=]I/[KW6VG_)G=N%PVZ=I[HV MSEMZ=R=W[QWPVY-H_P!RLOG\%M_:N4PV3I%H<:*V>H@AA#S^.65X8_=>Z9_G MS\..\MT_(+HWYM?%:GP.X>X^EX\=BLYUMN#*4VWZ;?>VL3D=>5A')O%E16A=@@E12 MQ`#$@5(=D8$K56%&!6ASQ^[#[_>V^R^UO,GW=?>M[FUY`YA,DL-_!&T[65Q+ M'%&Q>)%>0HC007$31I)IEC8/&RRED'2J^0OS(W_M2;;>Q/A1O+JWLK.XIJ%- MX]K]G=4_Z+^OLC74LD$FXJBKVSG=P;QWC!@*N198:.GP4,M?HLXIU+$'C#$2*:R49Y)`AR%$0+>>D=1M#[5^P'*^]KN_,ON) MM^]=A;IVGMVF@J\_7 M5-6T,E>U0%F"KY6!8G&W6$W*7+5MMFW02WTMNBJ51HD9V))DDK*\:`%B6H6K MF@KT`>;>:+#WT]X-WYQYLW*QY:LMUN))EDGBO+B&"-%6.VMM%C;7,[,L*1Q! MUA"50DZ`0!5-_+(Z>^9?P:Z_[4VMOOX<;]WCDM\;IQ6X<3+M+MWXTQT-/%C< M+)CC39&;,=RT-1#)-4,#JBBF"IS8GCW%?MGL_.7(^WW5K?;//-)/*KKX=Q9T M%%I0ZK@'CZ`]9M_?%Y]^[]]Y'FG9-ZY:Y_VS;[/;;*2"47.U\P%V,DPDU1B+ M:G4@+Y,RU.,#/0N]+?#?Y%=S?.D_.[Y:[N;(XK M40KIM[9765EHI5=;KV]NIGJ"2TAX*H`($]PO?_VH]O\`[M?_``-'L;=WF]R; MA*9-SWB:VDLHY=YODI1; M@^-^Z>[/CWVMW3O/N3K[=/2VY-@Y/>.U*K>54E1EL)E=D;NW/L[(UT%=X8)W M\3(*:L%04:K$X,9CMLG-G*N\[DEQMLM[R]=WLEQ$]L\1DC,AJRM'(\9(-`33 M@VJA?5@*\WVWL9[W>WW*%SM?-UER[[J;)R]:;5?6V[6][':W*VBE8IH[RUM[ MJ-&2KH-0/B1>$&6`QD/([&V)W%\J.Y^F^[-^=&[XZOZ,^)51GNY-K==[@KMD M9/OCO#M:@Q]+DMK8_$;3VSO#-;6VIC\%D,'$:09/-4]36UDHB>.**0S4^]QL M=XYIWFSWJ_L9[78]I+7"0N8VNKF<`%`L:2,B!2HTZY`68T(`.I6N4N9>0?97 MV^Y@]NN6>9-MWKW)YY2':KF^@2[CV;9]M=VCN7EN;BUAN;EYDF;Q3;VCQQ1* M75G=/#EM9]RKUA)U4E_-;Z]^+':&/^*NS^XN_-W?&?Y*UW>U;/\`!SM[K'96 M3[$['V_V[2=?;GGWQ!5;,H=G[TP^?Z2R/5ZY"+?\&Y8*3:+X4J,E6TC?:S+[ MKW50/27QXWAM+M;8^]OYT7\PG=W<&RL!_,9W%A/B%TQ1_''?G6W4N_>P6["% M%\8.P^S]VT>T\W58#HVJW*\=9U[M:?)P=4XC,)$E'F\VS,GOW7NMNOW[KW7O C?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U_]D_ ` end GRAPHIC 7 j14157622_ca002.jpg GRAPHIC begin 644 j14157622_ca002.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^X`)D%D M;V)E`&3``````0,`%00#!@H-```"YP``"'(```HB```+E?_;`(0``0$!`0$! M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0("`@("`@(" M`@("`P,#`P,#`P,#`P$!`0$!`0$"`0$"`@(!`@(#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#_\(`$0@`)0!\`P$1 M``(1`0,1`?_$`+<```(#`0$````````````````'!`8(!0D!`0`````````` M```````````0``$$``4%`0````````````8#!`4'$`$"$Q0`(&`5%C`1```% M`P($`P<#!0$```````$"`P0%$1(&$Q0`(2(5,2,6($%183(D!Q!"4C"!,T,E M%Q(!````````````````````8!,!``(!`P,#`P4``````````1$A`!`Q02#P M46!Q@3!AL9&AP='Q_]H`#`,!``(1`Q$```'US.8)D]`@````````,^%P&F!F M`K!8S48%1$4:;)``(P0!RAYFE#SL-:C>%H*DM(^````YIEXBFLA!%C&B(TT, M98,UFE2.7,?8``LR"-H`,]%8-!$XE'2`#__:``@!`0`!!0*3L5%G,)O[9F=4 MXR)I$V_8P*I!JX$Q1F*1V$B3E%%9'"9GX(=;.[6C:B M6-BEJ@6+ALPC&-JVT'!B30-J#!08=2ZQ$[*A+,]S0Z)2N*%F^MG9)3G!5H&P M+ON>-4GS2.IX?;,1/-A`'NZCON*_V931&'*.;32]T(B$8T<375B%-A#ZR=CE M3*?DKA"T-+:\*I6296<$RB_85_'>J$OA>%B2_%\YIZKD1/$X\CZWAM>)LX__ MV@`(`0(``04"\0__V@`(`0,``04"\0__V@`(`0("!C\"(?_:``@!`P(&/P(A M_]H`"`$!`08_`GT#'8CG60R3`$M88O'%6\9J+$O3(2&4`0IU%7$GS&A MJ?;P6)X.U!3DKD+UWF4HJE\30^/N8&-:FI\)5?C%L9:?D+)7DHS?,6_)F7O3?4J9O(O<;2O-TB5@SPEY MBA&B21`Z=R=^)C#<8?BC*H9#GDJ]0.L8O?,SFGK,X+IJ)F37BTUVT6X1+J5* M4Z(@4Q0'Q`/UWN0343!LQ-8#J7D6D:W$_P#`%GBJ*8G^5:\%[#BOY`R\AQ+8 MZQ[$7Q8U0HW^8WF)\T%#O$0T_K174+7EX\)J"FHB*B9#BDK;JI"8H&TU+#') MJ$K0:"(5]_L.IALV(X>J.&D;'[@KGMK5[(K`W1D)I9JDJJUAF%VJX.`5$A+" M]9B\.66'0N29[D6CRJMSILEW0U7H9 MP1)`@I`+C$,=WTN9G#+33G(&B!#8SI)R!(PJ#24,L4))51UJ%`S?'W<@T_'4&H`#M(;;3F:K) MCXINI9XW5QV"5']Q6R$@8/V.`'GQW1&*[G.FMU,CR)TZR/(#F"G4$M,K/'38 M!$H#8B*:?(*%Y![;IDO?HO&R[573,)%-)PF9)2PXI.>7&>1TMMHV6GI&&7Q4J@H MMD)/#HS'(I@SCX0M2$.,+-[_`%VQ`N2,X!00M5*8='43W`I:NC>75T2GMU-* MMVF!S4NI2O#V7QC*LCQ):3='?R4;'#$R&/OWZQRG=/58>?AQ1^NU5.R@MD:\Y)0!Q6,*J\)"0[@K:*B&A3B(L M&DHS22E3D+;K'?:@U"RG#%'#,#]3-G*)E'TT+],Y8M0J@E!N&/I';R,DHH2A M@$JR1/<(\8HCG$W(X8TEGY]99_@,1C6(F(Q;G=+1#R;G,TG7S=[(D2L1.D8! M,<_(O(0!RE`.'N>2K<#_`/'P)@XRAT91/ZDE74:52*8B7W[APE_<>7!3N,UA MXE>@:T=.K#"2K102@8R#N.DBMW**J=:#TTKX"/!&T/++S:AQY&@H6>G&X=)# M7*.XF,>-4D[3AU&.!>?LF]<>FNR:G7ZK[7VK5TU/J[O]IJ:5WSMKP;T)Z3[= M1._TEV?94M\F[L_D4L^GY>PMO.Y=_P!)IO/1GJ7U-MJF[?W;T3_U^V7W:6\^ MUK7Y\)ZG_JUE1KN_66W^D::FT\^EWP]_CRKP;9]TT[RU[MWO<5T4J6]]^ZLL MI6G3?6O5=PMW?9=OM^X[CH;.VO\`NW/DVU^/!=CM]O4UFUT]&M1NMTNBMWC\ M_8__V@`(`0$#`3\A#)(T9?[&5R8PC-B/-F_*Q#B+QS&.V]'(U)R'ZZ5$0SSK M+CP#PL2J[$3J*&0$^';H\PMN.6M(1U,O<;$%_SH58N"A(:TA5#S4W<`R.%22B7,@AZ&(PQ-"FFUA3R#P8&^TP:J4X!I-Z M)1J37&&@6R0MAU33I&XLVR*R#7SA%I)=VX&Q2U>>=IM1^^HF!>$Q4!"AF+.E M;NG[1WLP_=OX,YVB0#YA[*Z.S2?/XHM9_-Q?]/2-M-%*4SM*_JV^CVYXSG?, M=7F4]W1__]H`"`$"`P$_(?2'_]H`"`$#`P$_(?2'_]H`#`,!``(1`Q$``!`` M```````"`"`"`````""`````0```````2``"2`#_V@`(`0$#`3\0VC>FT4&-(E(\X!D-LYT9205& M\E&#?L1^&3X!6+-ET:"_9PMB=-Y*0C1R%,CNPC@2N^!F?X&Q1P@K40!W15`H M$URUN%?$3?,9,9*6R#P4D1I`%-]/;\'KP.1_S.&_E#BZ]**N"9'E'Q:)R#`F J_L*?Y$5>)SG=\??YHMNGH__:``@!`@,!/Q#TA__:``@!`P,!/Q#TA__9 ` end GRAPHIC 8 j14157622_ca003.jpg GRAPHIC begin 644 j14157622_ca003.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^X`)D%D M;V)E`&3``````0,`%00#!@H-```"M0``"!X```G#```+,__;`(0``0$!`0$! M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0("`@("`@(" M`@("`P,#`P,#`P,#`P$!`0$!`0$"`0$"`@(!`@(#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#_\(`$0@`)0!I`P$1 M``(1`0,1`?_$`*L```,``@(#```````````````&!P,$`@4!"`D!`0`````` M```````````````0``("`@(!!0````````````0%`P8!`@`08"`P$2$6$0`" M`@$#`P(%`@8#```````"`P$$!1$2$P`4!B$C$#$B,C,@83!18B05)4,T1!(! M````````````````````8!,!`0$!``(#``,``````````1$`(1`Q(&!!,$!A M_]H`#`,!``(1`Q$```'[^$E*T!T9Y.(AB&4$HQO`!&S"6HG1E&,0"M'JF=27 M8IP`1\YC09B>E2$`TA?-<:CL#.5("!EP-P7!C`#J"3#"4\``E95````````_ M_]H`"`$!``$%`N'V?:('HUD`NX"P&8Z,F02@+$#]YQ@IK&Q?[:KYQ`2,5KV5 MKO:R[!KLP(XR:&9.B%4U^)<2M+'DUB.NF?O%;K:4]7[MU7JW"BV[1"6!* MF"0,@3Z^QD:+9$HTA+$>$,U8M&4@W%5(U$4IYTHP-`D&P[''5D0RW)L/L/>8 M]1RKK\]/)2K2>./`)!R!;&.Q[/D*A!2-ZVDURLLX:JB+6Q;=MW<%.L.Y]NQMC[%B1_MTTZW/[#NW<%FGIGV#,PYBLLNU6K0!6LA M11OUV\O2KV,95`=)W2QHP$1]6G6^M818#1<[D-!HZ-4#U3JLBC1B& MB8_S$HGY3^BQC@9M\9Q]B:V6)?)O\@OIDHLX47#*X'$4&P(7=DGW+=]4]HKL M`S%>(XUG9PQFW<9:C<:RJ^9M9"N%JD#55+:Z M5^S37;KKXP9B=1(AF)ZLV1=?KS=VS=74O6*RK)K2%<'%Q&)I>* M%`.]1+*8`=9G3JMC,!45/DF00TCSEO7(6L)BHGB;D[E^_P!W:>>XN.E6,YA[ M8F-.%3B!&/J\LJ1R3++#3?9L.>T[%JU:>R9-]JW9:;&'/J1E,]405C$Y'CR` M38+L<%>R-6E*7$QF)'R/_4KLLM+2#)9!>Q)[8W[-.T\.L#DIK=R;WV\=;UJWJVW4&>VAK]_/75(`8)(>EW:&0\6Q-=ZQ-2+&&S6?<.L3!!89.8\2-#U'&AK)$ M$!:C.DCZP0Y?Q.V8AZH+QS,8X6LW:ZQ:CRK*S7#9Z?A9.OK_`$]*BW@O%QC> M8O;7\KRQSQQIQM4AGAB]3;ZS*Y9]'RWG\_C8\2QCF5L57@0\RS%=AILK6]2G MJ\9Q3@TE61R=5NZT\9WTZAQLTLB.@YB2'U@'SFX03 M'#AX*UN4I/M%%UC!:*!MI:3CH@J=(/@^ANB;7K0Z.$%/9TB@+E`D@N7E@D_, MT'X!1?:8*O:`GL49>*W<436K.?"#IZNZ)BLB`#V>1'6VO>\MZ#K.]8?,>I67.4:-W2Y"80+=KFO=?[(0%95$,F:AZR#EE M]^G=IM`U;@5J<2NTY+Y(OKB7<*9&5$E)\!"SD>1"I\.P?7'<7:%1U)[D@+!` M$\2BW>Y%`T%?"%`'O\)YFU M_P"W>UG"*`6[>C725T7EC(/T5_KJ<6S=0A)49T6E-^>,W?O_`"F@_9Z"DN(I M==AE^T4NPO8XA9Y2`2`O'^@;GI`?60&;9ML`W4:+YU',6%1DOV*1MO'L:Q73 M!M;%=:#8@`\67(+`OA01V0%&*P.+@9/WM`QTRX`:S0\IR*P#)]F5IHEI.NMR M0?0RO,UGP5:YC@S95(!FUN3D=,Z!TY'`4TSYOTZ@5V[QA<;!!K2]I^Q=2&>7 MB--=46PI,M$E;;SJIA"'4W4#KP2AGH`;[EX%Z>@22)B0RB3X"VHB-6(,>"SQ MMV>P; GRAPHIC 9 j14157622_ca004.jpg GRAPHIC begin 644 j14157622_ca004.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^X`)D%D M;V)E`&3``````0,`%00#!@H-```"Y```"+$```I>```+S__;`(0``0$!`0$! M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0("`@("`@(" M`@("`P,#`P,#`P,#`P$!`0$!`0$"`0$"`@(!`@(#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#_\(`$0@`(@"-`P$1 M``(1`0,1`?_$`+H``0$``@,!`0`````````````'!`@#!08!"0$!```````` M`````````````!```P`!`P($!P``````````!`4&`P$"!P`@$&`3%3!`$A0T M%A<1``(#``$"!`(&!@L```````,$`0(%!A$2`"$3%"(5$#%!,A8'(%%"(S4V M,$!AD7,D-%1D)F82`0```````````````````&`3`0`"`00#`0$!```````` M``$`$2$0(#%!,&!10&%Q_]H`#`,!``(1`Q$```']_"?G4E6``!)RL````U,) MX;F@XSLSN@:[F:%.Q.`[

.ILN9E M=*&T(V*'UK1!>T\E9MZ<1F&'U1T]DA*`L:1H-][7>D)QZN-5S,!MIT!?`T85 MAI^&ESG=BXG)T6H$+$-IU1"V+@]Q!`+R#JD1,+PJ_P`+Y'__V@`( M`0(``04"\M?_V@`(`0,``04"\M?_V@`(`0("!C\"-?_:``@!`P(&/P(U_]H` M"`$!`08_`O&KOM#N>F5NYW4?*-<,=)ZD)'@-N1.6= MY#IF-K[5O5+=55]^8).7FT*4L`S,@/8J&*].Z@N^?CO:9_2_""*!F[)XT;&] MJ06M$\:'#6!BH7CLO9G1UI7.2!Q-?2"'OM]^D3_0<%_+_&,8%FRL\DY4Z"L3 M[;%S5'39F3)+5FE"[^HM\4=8O[8!/+I;KX$F0P@<`_*Y"G,-K5897#F:O)R' M=6PO4(2XXKF<9C,<;DTV].614M,=M1WLIL*:*ALM^E2)O>M6B[-+]TUL(A)K M%NZ*S_=X>9KK9MP9E))HFHZM<:%*UO:;.6H287B*CM][I]4^!X5MK)KN%I)1 M8TZ*<:I!U&0MB#SI-[N]($*UNL4Z=M9G[/#R(C1+>;9>'`36U""AL,'6+$7B MOJ+FIUBI*]:3>EZ]>ZEHCZ-$&50#NPAEMZS]C3:V=QO,66N>VMO2&8+TM%?\ MJG289?)\(^VD%,):-8I='E&MUWN6:!(I#6ER)\0[MQ;SJ.!(TI1->OPT&N`= M8Z1'BUE?R],K;]D>]RC#3FWG3I\6'/)JQ;MM/]G6O3ZO/Q#V>CPA52YW`"># MR'>Y`$MDVR)DN(=N*\9H8=2@O'<,UQ$^NEYKYS,FYMQ984UZ0/-X$]0H^OUS M[G1YQI#(2G[-O1K7]=/L\>CK:WSIOU;V][[!?._=ST[!>W6M8?P=/K^N>OT' MLK^7Q^28HY!(WL+D"9-/T;17W-F,)]-$WJ@)U[:+%:DE>D^4]:U"VE^7^E=5 MM:K2;EN1\1NFR,M(N"U3);+I/3+6W7NBEO+Q8D\=Q.O2DU!^*&O7G[_?6W_6 M(7K:LQ7I^\F)ZSYQT\QWYA2KN^RX[L;C^;IZJ`BNZ*T)-(#95-G,L82V0,2- M`EB*$5!7U*=W=X!I%>*AC.5<:0!I:=%KO58WWIT-"S![ZVPJ.H1,>5D)ZW#Y MVMU>)G%6S_?77![`57\_&'D9/']>F#FLY&.^BAK0AS32^9R1@3)W\V-;WN8V/2Y"\?Y9K0;;RKNQL*Y.9-IM\ MD-O;MW'0T)IY'&Z5V-1C%EKKUB:$>QLS56?,5D9+1V=DUCX.WK6;2YG9O%?S*,-],ZWS)'CEL M!E6IP]DF6_%IL)@+5*E^"?2F:WCZNL>,GB_`?RVUL.Q5[X^?H\C^7*X7&@)9 MI2)F(+&9Y&4M.Q3T1>I48O7L/OF:S/@35N&+\:<<5K$6)L+GVE_1J`K306TO56W69U1Z[VOD&U]90G#./Y9F57]2ZIK;1W-=HZ6?GD M'4]%H4<9[*Q.*9WH5[%_>:@=/1=AGOF]K. M^Q5I-.V(CT.O6>OE^E9=H`607[>\+`J&%?LO4E.X9(M2W9>L3'ZICZ$2J`(*L\"G@Y.,*3?Y!89C(YLA<6%001([1,%Q/VD=; M+Y?)A-!QO$!MV#@%L9S-HJJJ.]_#+_;.`2%^"OS>4+1R\V)V0M+C_!,8_P!D[GV.-%/QZHXI.(LVM)4,K70T M#`,9TM"5D$NSI\XH2[*!-K6>7)'0ILB2"S/4$CI?8"I>:5<9V(K(:F2".J2+ M&LP;;4(,9*FMST.-2`6PGJ.5XU!LHO,)R$U0?RTI`PT7:N&^[>(\!"^+-=,P MZ*^-R+`H1X64RZ]P$*H]I)<0JH@XV7D:0B&$Q1)V&0&(7J\LXS0:WXD(+D^6 M*^,J&N%6+/::S80P`KN6.B@-@-`RZ1MZQ.^];6N"+O*>2_*!PA1;$!D:70E$9^M5>*O4A? MW8]&9R<\2-XDQB0_5M!]$9NQD16KG79IN;K"K@8CB4`TX]Z-N-8/",NG4"U2 M1D!:^77^:8:XM1M=TY&"M+-@$YRDL9`$"=8:#XT2VV+TSDGD5@GO@".;+-C= MX[&5$2E20[; MC>OY)6.:WVHTVU6RSNVW.SB0PM4L31"G@>%T1AB7N'7#4ST?/3"F\(AT1F@Q M0S-5;ZHL4T;4%O,!`4H1.L'LKH]"^>)3K'59:!O'Q/I1HL<-'&5H-[1!DDB$ M`JE(JSHT9O9.6ES,V&4OWZF9(>*$,/NT,"?D+ GRAPHIC 10 j14157622_ia005.jpg GRAPHIC begin 644 j14157622_ia005.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^X`#D%D M;V)E`&3``````?_;`(0``0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0("`@("`@("`@("`P,#`P,#`P,#`P$!`0$!`0$"`0$" M`@(!`@(#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`P,#_\``$0@`+`"H`P$1``(1`0,1`?_$`:(````&`@,!```````` M``````<(!@4$"0,*`@$`"P$```8#`0$!````````````!@4$`P<""`$)``H+ M$``"`0,$`0,#`@,#`P(&"74!`@,$$042!B$'$R(`"#$403(C%0E10A9A)#,7 M4G&!&&*1)4.AL?`F-'(*&<'1-2?A4S:"\9*B1%1S148W1V,H5597&K+"TN+R M9(-TDX1EH[/#T^,I.&;S=2HY.DA)2EA96F=H:6IV=WAY>H6&AXB)BI25EI>8 MF9JDI::GJ*FJM+6VM[BYNL3%QL?(R'EZ>W MQ]?G]TA8:'B(F*BXR-CH^#E)66EYB9FIN72U1@Z]T<+ MW[KW7O?NO=>]^Z]TWY;+8K`8K)YW.Y/'X7"87'UN6S.9RU;38[%8G%8ZFDK, MAD\GD*R2&DH,?04D+RS32ND<4:%F(4$^_=>Z"_H+OOJ?Y0=/[&[[Z+W7_?GJ M7LO%SYO8^[Q@MR;;BW!B*?)5V);)4V'W=A\!N"GHYJW'2^%YZ2):B(+-%KAD MC=O=>Z&#W[KW7O?NO=5;?+7^=/\`RQ_@SV3N'IOY0_*C;O6O:VU\#A]R9C8" M[([4WAN*#&;@H$RF"9(=C;%W+23565H)$EB@6;RB.16=54@^_=>Z,1T3\X.D MN^/A?M_Y[41W=UE\?<]UCNON23)=O8.FVGN+`]9[/;/SY#=VX,/0Y3/4])B: MW![=ERM&\53/]SC)H)EL9-`]U[HO_P#*6^5OR1^K&ZL+\4J;';>P/7&8[(R53631Y7>6]\QB,MFS+##!3O0U]/) M`!3R0Q0^Z]U:#[]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NM13 MYR_/VF^0'\Q#Y6?#7O'Y0]O?%+XE?".'H/;=;\;_`(HUFY*/YX?S-.Y_D#M& M3>N&ZZZI'7RS=N/U;AL?"F/R^+VH(:BLHL)I/C-_P`)R^Y.E/CM34]-DIZ78O_)^P]Y[ M[_AT;--2Y;<&0W-5U\PC/F#O4K[KW1HMZ_SM_B3CO@?M3YM=:4>^NT,MVONZ MIZ5Z.^+--A9,%\C^P_E0N4GVY'\9\AL2-,]D=J;^Q&Y8=&:E\5?3X_&C[ZF% M?%-0K6>Z]T7OX0_SS^OM^_RJ]F_.;Y@'&X'O&?M[M'X_[H^/'2&R=W5O8&Z? MD)A>S\]B^N/C_P!,]99_(Y+=&_.SMR]<9+;-7)!2UE3313U\TM3-1Q05*4ON MO=,O7W_"EGX1;N@^*FR]P[1[0V;\F/DE\G,?\6-V?&6>+;N2WQ\7][U'=9Z5 MK,W\B\Q)E,5AMB[?AR8%=2P/JS.0I=?AH=,%5)![KW2P@_GY],;\^U_D3W/L_LO<756S>L.LJ6/*;K[@VG M79/K&OH,QNBFGH,3CGIJF2`UL$(FD]U[J@W^8?\`._\`G#_+_P":>+_D38_N M3^79MG/_`"PHZ[8O;]=\-9^[M_9/I38L0W7N;LS8?9_9W9\>V7K=T4?46T*V MLW!C,1A,=45&,F-"Z4CU#&3W7NMR_P"%?0G='QJZ5V9TYVWW?L7NBBZZV+L7 MK[8LVP.@Z#H#";9V[L?$3X&BQE+MG'=A=@4LM"F%@Q]+31I+3K2QT/`;RD)[ MKW6M+\J?^%=?QMV;M?Y3=)=7_'WY4]8_,W8S;JZOZ>P?=_5^TJ/;B=L29==E MXK,;OP^`WSNS=./79N2JVS51A9\2TF2IJ$4<ZV:OA/V]N'NWXV= M9[UW-MCNW!Y:/;N&V[4[D^0'6F+Z:[`[:J=O8/%8_)=RGJFCR^0S&P<#V-F( MZFNHL=EZ3#9.-"6./AIGII)O=>ZJ&_X404'5V>Z,^./Q[K\+UGMSL?\`F$_, M/X\_"W,]TYS:VSI]\]<=&;EW%D-S]M[LPNZL_2155+3X7;.)DQRQ+74[*ZJB_G>?SF_@;N"+K+^4!TYW#B=G_`!_7G7 M_P`=NJ<=3[FKOBYT?/U\F=J=T=G;MI-M8S`UDM$1B<#]U#C*R20U&47%^Z]T M;KXU_P#"E;IWK3<>Q=B_.GXNT_\`+:^,'9?Q\J.Z_@]NG(;BR^^,YN+H':VX M:+K?K7;V[.C^NNN*[.]>5&]<1M[)Y3;D\).*J,911TM*L\?VU?6^Z]T?^B_G MQ_&FC_E\XC^8-OK8'8&R=L=L]D=@=>_$KHZHJL'DN^?EG)MSL&?KS962ZNV( MD]%D5DWQD42HJ*>9'&&I29999XFII:GW7NAC^;'\ZCX,_`+L/J[J7O\`W?N3 M_25O[<&P<9O;:^P,7AMX#XX;8["R%!BL9VA\DL^NX\;MKJ_KNDK\G`#+)65. M5R$+&?&T%=!'+(GNO=.'PH_G'?#/YZ]C?,#971VYX:_,>>LZ_P-?L3(0U&5R$&/I9H?#54[34LRR^_=>Z MK>ZY_P"%+?7/R(_F?=2?`CXG_%C?W?G4/96[MP;+;Y:8W=YV[MNL_NE3UM3O M?L;KS9M5L?(4^^.I=@_PBI6NRLN'Z^V]F:[<63K:O(551D>X,U3/$BS7`=(*?0HC"^Z]U`[3V3UET?_ M`")*38OSPJ>PM];&ZG^!75>*^1;TNYNVH=];RW+LOKK9QW!15FZ-BU=9VACX M=Q]@8Y:>MG2I>Z]8>C\6<=/D= MYT8=9:S'R25;Q5B8N7(>Z]T??J?X#R?S%OYG/\RCYL0?)_NKX4_/?X*/5!#X$]U[JVVE^!'\QS=E,-L]T?SH>Z,QL*OCGH]S4G0OQ+^,?QV[)S>+E M$D9H\;VU2X;L3.['K)8&7R9#!4V/R,<@+TL]-Z;OAK_`"*_A!\(_D$_ MR)ZV';F^-P[:Q>>PW1>S^Y.P&['V'\:Z7>K4E;V1ENFL;E\4N9QV^.R\S'/4 M9K<.3K\GF)XJF2GCGBADG6;W7N@:_ES_`,@KJOX(A]V;Q^1/9WRA[MV5C>WM MM?&CM'L3!XO%XSXJ[<[AW#N+=6Z\MU%UM4Y;=VUX.VMS;@W)+59_=M69JW+F M-:>*&AH6EI)/=>Z$[I_^0#_+?Z^^'>3^'?8O4M1W]@M_=@;;[D[U[4[&W!N' M']N]W=S;;R%=DZ+?>Z-];,R^W=R8FGHY,Q7TE'B\=604=/CLA5Q2">>NR%56 M>Z]T6/N3_A,+\']^_,K9?R]Z5[+[W^$M9M/:>!VZVP/AIFMK=+TL=?MO:4^P MZ3<&S-V4&VJ_-]TM_=@[\W;M[=&/ M[:WIVYMN+K^EGQU77YM&JQ(*6>JCH(OM9?=>ZMV^,O4O9?3O6,.`[F[ZWA\D M>U\YF*W=G8'9^Z<3A-JXRKW'E:3'TM1A>NNOMM4\&`ZVZSP5/C8H,3AJ=JF: M-0]16U=;D*FKK)_=>ZJ%_F'?RG.X_F[_`#5/Y9ORPHMR]0;0^-WPIW!3]N[^ M`I*NE[UWAVGLO?VW]^;-P=-+0[.EIMR;0K:_9N#@C&0SD,>)IAEI(8!-4(E5 M[KW5_P![]U[JI;^RZSLK:N,Z,Z$Q..S.6[7[?^ M1N7@RF'ZZV#TE0;8R>'W1+V#N6/(5=)JI*J"-,=-4_=-]L9%;W7NM?G^53_* MUPG\P/'7,;SEEKLE6;C.=IJQI*"H_AT7NO=;!WQ<_E']-?'KI MCL[8.^.R.QODQVSV]U-0=%[K^1_=,.U=6=9T6/PE/@.O M.O>O\15SUM)CZ6*22LS=959"NGJII4\7NO=4_P!)_P`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`>/CW#6T.3CZ*Z-ZGZ>7)XRBDQN.R?^C38>!V8 MV2H_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=> MZ][]U[K6;ZJ[9Q7R`[)^>7\\?OG"TNX?C[_+ZV[\G>G_`.6_L^IKYY,-#L[X M\8_>%)\F?DICZ26&2GFWS\B=\;/&`PM:L$.0Q^#Q?V#0R2E)6]U[H_/\C;IS M=O4/\L/XSUW9?^4]P]^8?='RS[DS$],])EI23[KW5M?OW7NO>_=>Z][]U[JEW^:MF:OY']B_%+^4YMW. MYS;]%\X7RBW'M.OR.,W-MGX5]`8NCW5VA@<;E\=XI-OUG?&]*O`[&6M M+R!Z0?\B/I[KS96R?GUVQU#L[;&R>E>Z/YA_>N*^/>,V+A M*#;^R*GX_?'''[3^,^Q]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO= M>]^Z]U[W[KW7O?NO=:%O6/93YO\`X3D=5?RL8,C0[$^5>[OYANW_`.4MVULO M'2FFW!LCL;?_`,S]T=B[UK<_BM<&6H,;N'JG'Y-\A7U%.8*F5ZV_J63Q^Z]U MOA8G%8W`XK&8/#45/C<1AL?18K%8ZDC$5+08W'4T='0T5-$OIBIZ6EA6-%'" MJH'OW7NG#W[KW7O?NO=>]^Z]UKU_S%/B-_,CW1_,7V)\C/@S%L&#;G=?P2W) M_+_[#[@W=NC;^,RGPPI]R?(##=O[D^3>VMF5O\.W3VCN*HV125&'PV%Q%*DIF:7W7NKLOCWT5UY\8NC>IOCSU/BFPW7'36P=L]>;0HII/N*UL1 MMG%T^-BR&7K2JR9//9>2%JO(5DEYJRMGEGD+22,3[KW0Q>_=>Z][]U[KWOW7 MNO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][]U[KWOW7NO>_=>Z][ M]U[K6%[>_P"&*?\`A]#IW^,?WT_X<8_TB87^/_Z._P"_O^R\?[,+_HSR7^AS M_3S]K_QCS_3G_]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U_]D_ ` end GRAPHIC 11 j14157622_aa001.jpg GRAPHIC begin 644 j14157622_aa001.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^X`#D%D M;V)E`&3``````?_;`(0``0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0("`@("`@("`@("`P,#`P,#`P,#`P$!`0$!`0$"`0$" M`@(!`@(#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`P,#_\``$0@`)@!?`P$1``(1`0,1`?_$`:(````&`@,!```````` M``````<(!@4$"0,*`@$`"P$```8#`0$!````````````!@4$`P<""`$)``H+ M$``"`0,$`0,#`@,#`P(&"74!`@,$$042!B$'$R(`"#$403(C%0E10A9A)#,7 M4G&!&&*1)4.AL?`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`$\.`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`\#QVS[Q\O_\`Q("R M_P">9O\`M$GZZI\L_P#R+/F+_I<1_P#=\VSK87]Y!](WA%ACMU>.)-(] M`]//K?O]N9)%@W*62..W> M4Z5$2`TC5F[4U@QN,@2'([N)#[M>S_.G-'W.?;3[?B[\E,+EMO8?+]"9 M_=^2S6XIIV@DS_5N\>O=S8>OQ--EZ**2*I@@RV1I:J(5$J4B4DM80X,I622M MYY?AW+>]KYD@>-)K"20L]::X)(G4J&'$!B&%2%TE\YSA_P"WWNG?5)6B<@JQBCDC;0IE,JVX*T2JUM_(7^;WVLW MR1[W^+OP0^-W5_R%WE\7=I[PW%W5O#N[Y,8#X[[7R&Y.O=N[7W1O_JSI3#R[ M0WKN3M3=G7F'W]@I-SY)EQ>"VU49.EI:ZI5ZN!_8NZ@GJC#XS?SM/F9_//[= MW3\(OAEL':_\M3KG>W\0[*[R^5VWAN3L3M+9W7R[0P4>_=H[5SF#VCMW96,[ MGWINJ/)/B]X9*HP$KX6%?#'39*C5ZSW7NB]_"+H_NO\`E8=.?S!_GQ_+E[HS M78NU?B3_`#%?DE\<._/A?V1-7=A;>^3_`,8>G^V\1L#J7>V(R?7&UJ[<&SN[ MMOT>[ZN=MTQT"X1Z3S5Z.XM];E&&I.N\9O#KC+8W^\FZIJ:1IV,:@<**0 MV?PFO#K86]Y!]B)?RUZF"M^'^QJREE6>EJ^Q?DE4TTR&Z303_`":[AEAE M0FQ*R1N"/\#[`OMNRORA`Z&JFXO"#\C>W'62WWNX9;?WYW*WG4K,FT[`K`\0 MR\O;4"#\P13JEW^2?\;^L^]^G._GWY+V)#/1;XP6'I)=D]P=K]<0)15VVI9* MD5F)V'O+;V!S4SDD!\A25;!"4'H.GW#'LKRYMF^[/?F_^H#+.JCP[B>$4*9J ML4B*WVNK>G#KH3_>(^[?.'MGS_RNO+(VEHI-MFE87FU[;?DNEP`NF6]M)YH0 M.-()8P3W?%GHPO0_8V^?@-_,)PGP!_B^(W;\<.UJ>+<'7$TVT]KX7>VTJSMDW)MZ;%UL^0$[ST[15JM`WDA<0[#N-]R%[@IR#K2;E MR[&N']-%DC+JQ74T:KK.M"C%ZDBC]IJIBOW,Y3Y;^\[]U>Y^]#X$]C[M[(Y@ MOP+FYEM+I;>6))1%%=33"W06\Z7$20%`CA[U7:'6>2QDV4H\WM#(U&*RVS][8Z:&LQ>X&J[9].XPLT1FA*Z@T9*M'(,JVA@00:.O`,!UCA[*_>> M][_NMF/8X8/&Y2OH8;Y=NW".01M#=1K)%=6D@*20BXC*NKH7@DJ':)V%>J9\ MAT%\K/@'VOM#XB9CN6;>_P`9?G)2;J^.>)R$5)6UF&P&3[5QR=;?WE&QT4T)56G' M@Z_"9OTWC:57(5Z2*"-1/P]`[7W/]DOO0_OB7W%W?\DN]?@7WK\>NB*3Y9]Y=7_)+M2LZ7R&>W'O&AZ/[.Q';&U?CI MV_M3959ALAAJC;]9(6KD-0ZS8M)#E;UQ`ZPYK!=^=,]F;NRN&V#T;_)`VK_- M?ZYQG6&9W3NCJ'9V)QO2OQF^"?3-=7]_]Y;B^/*[JFVAUKO[Y$;M[JPV&PFU MZ[+KD-N[=Q];59&HEJ]67C]U[JJC^5Q@,?\`#CK3YEYSI_\`F#=.[[P'9G.D3 M&5M,SQUU;Q.X-T5:UM' MD8,=]I/[KW6VG_)G=N%PVZ=I[HV MSEMZ=R=W[QWPVY-H_P!RLOG\%M_:N4PV3I%H<:*V>H@AA#S^.65X8_=>Z9_G MS\..\MT_(+HWYM?%:GP.X>X^EX\=BLYUMN#*4VWZ;?>VL3D=>5A')O%E16A=@@E12 MQ`#$@5(=D8$K56%&!6ASQ^[#[_>V^R^UO,GW=?>M[FUY`YA,DL-_!&T[65Q+ M'%&Q>)%>0HC007$31I)IEC8/&RRED'2J^0OS(W_M2;;>Q/A1O+JWLK.XIJ%- MX]K]G=4_Z+^OLC74LD$FXJBKVSG=P;QWC!@*N198:.GP4,M?HLXIU+$'C#$2*:R49Y)`AR%$0+>>D=1M#[5^P'*^]KN_,ON) MM^]=A;IVGMVF@J\_7 M5-6T,E>U0%F"KY6!8G&W6$W*7+5MMFW02WTMNBJ51HD9V))DDK*\:`%B6H6K MF@KT`>;>:+#WT]X-WYQYLW*QY:LMUN))EDGBO+B&"-%6.VMM%C;7,[,L*1Q! MUA"50DZ`0!5-_+(Z>^9?P:Z_[4VMOOX<;]WCDM\;IQ6X<3+M+MWXTQT-/%C< M+)CC39&;,=RT-1#)-4,#JBBF"IS8GCW%?MGL_.7(^WW5K?;//-)/*KKX=Q9T M%%I0ZK@'CZ`]9M_?%Y]^[]]Y'FG9-ZY:Y_VS;[/;;*2"47.U\P%V,DPDU1B+ M:G4@+Y,RU.,#/0N]+?#?Y%=S?.D_.[Y:[N;(XK M40KIM[9765EHI5=;KV]NIGJ"2TAX*H`($]PO?_VH]O\`[M?_``-'L;=WF]R; MA*9-SWB:VDLHY=YODI1; M@^-^Z>[/CWVMW3O/N3K[=/2VY-@Y/>.U*K>54E1EL)E=D;NW/L[(UT%=X8)W M\3(*:L%04:K$X,9CMLG-G*N\[DEQMLM[R]=WLEQ$]L\1DC,AJRM'(\9(-`33 M@VJA?5@*\WVWL9[W>WW*%SM?-UER[[J;)R]:;5?6V[6][':W*VBE8IH[RUM[ MJ-&2KH-0/B1>$&6`QD/([&V)W%\J.Y^F^[-^=&[XZOZ,^)51GNY-K==[@KMD M9/OCO#M:@Q]+DMK8_$;3VSO#-;6VIC\%D,'$:09/-4]36UDHB>.**0S4^]QL M=XYIWFSWJ_L9[78]I+7"0N8VNKF<`%`L:2,B!2HTZY`68T(`.I6N4N9>0?97 MV^Y@]NN6>9-MWKW)YY2':KF^@2[CV;9]M=VCN7EN;BUAN;EYDF;Q3;VCQQ1* M75G=/#EM9]RKUA)U4E_-;Z]^+':&/^*NS^XN_-W?&?Y*UW>U;/\`!SM[K'96 M3[$['V_V[2=?;GGWQ!5;,H=G[TP^?Z2R/5ZY"+?\&Y8*3:+X4J,E6TC?:S+[ MKW50/27QXWAM+M;8^]OYT7\PG=W<&RL!_,9W%A/B%TQ1_''?G6W4N_>P6["% M%\8.P^S]VT>T\W58#HVJW*\=9U[M:?)P=4XC,)$E'F\VS,GOW7NMNOW[KW7O C?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U_]D_ ` end