Unassociated Document

0001410368-15-000911.txt : 20150730 0001410368-15-000911.hdr.sgml : 20150730 20150730153235 ACCESSION NUMBER: 0001410368-15-000911 CONFORMED SUBMISSION TYPE: NSAR-B PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20150531 FILED AS OF DATE: 20150730 DATE AS OF CHANGE: 20150730 EFFECTIVENESS DATE: 20150730 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: NSAR-B SEC ACT: 1940 Act SEC FILE NUMBER: 811-08765 FILM NUMBER: 151015951 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 NSAR-B 1 answer.fil ANSWER FILE PAGE 1 000 B000000 05/31/2015 000 C000000 0001060392 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.1 000 J000000 A 001 A000000 MANAGED HIGH YIELD PLUS FUND INC. 001 B000000 811-08765 001 C000000 2128213000 002 A000000 1285 AVENUE OF THE AMERICAS 002 B000000 NEW YORK 002 C000000 NY 002 D010000 10019 002 D020000 6028 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 N 007 B000000 0 007 C010100 1 008 A000001 UBS GLOBAL ASSET MANAGEMENT (AMERICAS), INC. 008 B000001 A 008 C000001 801-34910 008 D010001 NEW YORK 008 D020001 NY 008 D030001 10019 008 D040001 6028 010 A000001 UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC. 010 B000001 801-34910 010 C010001 NEW YORK 010 C020001 NY 010 C030001 10019 010 C040001 6028 012 A000001 BNY Mellon Investment Servicing (US) Inc. 012 B000001 84-1761 012 C010001 Pittsburgh 012 C020001 PA 012 C030001 15252 012 C040001 8035 013 A000001 ERNST & YOUNG LLP 013 B010001 NEW YORK 013 B020001 NY 013 B030001 10036 014 A000001 OOO UBS BANK 014 B000001 8-000000 014 A000002 UBS (LUXEMBOURG) S.A. 014 B000002 8-000000 PAGE 2 014 A000003 UBS BELGIUM SA/NV 014 B000003 8-000000 014 A000004 UBS DEUTSCHLAND AG 014 B000004 8-000000 014 A000005 UBS FINANCIAL SERVICES INC. 014 B000005 8-016267 014 A000006 UBS FUND SERVICES (IRELAND) LIMITED 014 B000006 8-000000 014 A000007 UBS GLOBAL ASSET MANAGEMENT (US) INC. 014 B000007 8-021901 014 A000008 UBS GLOBAL ASSET MANAGEMENT FUNDS LTD 014 B000008 8-000000 014 A000009 UBS ITALIA SIM S.P.A. 014 B000009 8-000000 014 A000010 UBS LIMITED 014 B000010 8-000000 014 A000011 UBS MENKUL DEGERLER AS 014 B000011 8-000000 014 A000012 UBS NEW ZEALAND LTD 014 B000012 8-000000 014 A000013 UBS SECURITIES AUSTRALIA LTD 014 B000013 8-000000 014 A000014 UBS SECURITIES CANADA INC. 014 B000014 8-000000 014 A000015 UBS SECURITIES FRANCE S.A. 014 B000015 8-000000 014 A000016 UBS SECURITIES INDIA PRIVATE LTD 014 B000016 8-000000 014 A000017 UBS SECURITIES JAPAN LTD 014 B000017 8-000000 014 A000018 UBS SECURITIES LLC 014 B000018 8-022651 014 A000019 UBS SECURITIES MALAYSIA 014 B000019 8-000000 014 A000020 UBS SECURITIES SINGAPORE PTE. 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Managed High Yield Plus Fund Inc.

For period ending	May 31, 2015			Exhibit 77O
File number	811-8765

FORM 10f-3

Rule 144A Securities

FUND: Managed High Yield Plus Fund, Inc.

Name of Adviser or Sub-Adviser: UBS Global Asset Management (Americas) Inc.

1. Issuer: Dynegy Finance I/II Inc. 6.75% due 11/01/2019

2. Date of Purchase: 10/10/2014 3. Date offering commenced: 10/10/2014

4. Underwriter(s) from whom purchased: Morgan Stanley

5. “Affiliated Underwriter" managing or participating in syndicate:

UBS Investment Bank

6. Aggregate principal amount or number of shares purchased: $4,000,000 firmwide

7. Aggregate principal amount or total number of shares of offering: $2,100,000,000

8. Purchase price per unit or share (net of fees and expenses):$100.00

9. Initial public offering price: $100.00

10. Commission, spread or profit: _1.0_______% $____________

11. Have the following conditions been satisfied?	YES	NO
a.The securities are sold in an offering exempt from registration under Section 4(2) of the Securities Act of 1933, Rule 144A or Regulation D. b.The securities are sold to persons reasonably believed to be “qualified institutional buyers” (“QIBs”). c.The securities are reasonably believed to be eligible for resale to other QIBs. d.The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated).	X_____ X______ X______ X______	_______ _______ _______ _______
e.The securities were purchased at a price not more than the price paid by each other purchaser in the offering or any concurrent offering. f.The underwriting was a firm commitment underwriting.	YES X______ X______	NO _______ _______
g.The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.	X______	_______
h.The issuer of the securities and any predecessor has been in continuous operation for not less than three years.	X______	_______
i.The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.	X______	_______
j.No Affiliated Underwriter benefited directly or indirectly from the purchase.	X______	_______

Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above. In particular, “Affiliated Underwriter” is defined as affiliates of the Adviser or Sub-Adviser participating in a selling syndicate, as applicable.

Approved: /s/ John Hwang Date:10/24/2014___

Print Name: John Hwang

Managed High Yield Plus Fund Inc.

FORM 10f-3

Rule 144A Securities

FUND: Managed High Yield Plus Fund, Inc.

Name of Adviser or Sub-Adviser: UBS Global Asset Management (Americas) Inc.

1. Issuer: Dynegy Finance I/II Inc. 7.375% due 11/01/2022

2. Date of Purchase: 10/10/2014 3. Date offering commenced: 10/10/2014

4. Underwriter(s) from whom purchased: Morgan Stanley

5. “Affiliated Underwriter" managing or participating in syndicate:

UBS Investment Bank

6. Aggregate principal amount or number of shares purchased: $2,000,000 firmwide

7. Aggregate principal amount or total number of shares of offering: $

8. Purchase price per unit or share (net of fees and expenses):$100.00

9. Initial public offering price: $100.00

10. Commission, spread or profit: _1.0________% $____________

11. Have the following conditions been satisfied?	YES	NO
a.The securities are sold in an offering exempt from registration under Section 4(2) of the Securities Act of 1933, Rule 144A or Regulation D. b.The securities are sold to persons reasonably believed to be “qualified institutional buyers” (“QIBs”). c.The securities are reasonably believed to be eligible for resale to other QIBs. d.The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated).	X_____ X______ X______ X______	_______ _______ _______ _______
e.The securities were purchased at a price not more than the price paid by each other purchaser in the offering or any concurrent offering. f.The underwriting was a firm commitment underwriting.	YES X______ X______	NO _______ _______
g.The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.	X______	_______
h.The issuer of the securities and any predecessor has been in continuous operation for not less than three years.	X______	_______
i.The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.	X______	_______
j.No Affiliated Underwriter benefited directly or indirectly from the purchase.	X______	_______

Approved: /s/ John Hwang ____________ Date:10/24/2014___

Print Name: John Hwang

Managed High Yield Plus Fund Inc.

FORM 10f-3

Rule 144A Securities

FUND: Managed High Yield Plus Fund, Inc.

Name of Adviser or Sub-Adviser: UBS Global Asset Management (Americas) Inc.

1. Issuer: Targa Resources Partners 4.125% due 11/15/2019

2. Date of Purchase: 10/23/2014 3. Date offering commenced: 10/23/2014

4. Underwriter(s) from whom purchased: Bank of America

5. “Affiliated Underwriter" managing or participating in syndicate:

UBS Investment Bank

6. Aggregate principal amount or number of shares purchased: $9,000,000 firmwide

7. Aggregate principal amount or total number of shares of offering: $800,000,000

8. Purchase price per unit or share (net of fees and expenses):$100.00

9. Initial public offering price: $100.00

10. Commission, spread or profit: _1.0________% $____________

11. Have the following conditions been satisfied?	YES	NO
a.The securities are sold in an offering exempt from registration under Section 4(2) of the Securities Act of 1933, Rule 144A or Regulation D. b.The securities are sold to persons reasonably believed to be “qualified institutional buyers” (“QIBs”). c.The securities are reasonably believed to be eligible for resale to other QIBs. d.The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated).	X_____ X______ X______ X______	_______ _______ _______ _______
e.The securities were purchased at a price not more than the price paid by each other purchaser in the offering or any concurrent offering. f.The underwriting was a firm commitment underwriting.	YES X______ X______	NO _______ _______
g.The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.	X______	_______
h.The issuer of the securities and any predecessor has been in continuous operation for not less than three years.	X______	_______
i.The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.	X______	_______
j.No Affiliated Underwriter benefited directly or indirectly from the purchase.	X______	_______

Approved: /s/ John Hwang ____________ Date:10/24/2014___

Print Name: John Hwang

Managed High Yield Plus Fund Inc.

FORM 10f-3

Rule 144A Securities

FUND: Managed High Yield Plus Fund, Inc.

Name of Adviser or Sub-Adviser: UBS Global Asset Management (Americas) Inc.

1. Issuer: HD Supply Inc. 5.25% due 12/15/2021

2. Date of Purchase: 11/19/2014 3. Date offering commenced: 11/19/2014

4. Underwriter(s) from whom purchased: Bank of America

5. “Affiliated Underwriter" managing or participating in syndicate:

UBS Investment Bank

6. Aggregate principal amount or number of shares purchased: $6,000,000 firmwide

7. Aggregate principal amount or total number of shares of offering: $1,250,000,000

8. Purchase price per unit or share (net of fees and expenses):$100.00

9. Initial public offering price: $100.00

10. Commission, spread or profit: _1.25_____% $____________

11. Have the following conditions been satisfied?	YES	NO
a.The securities are sold in an offering exempt from registration under Section 4(2) of the Securities Act of 1933, Rule 144A or Regulation D. b.The securities are sold to persons reasonably believed to be “qualified institutional buyers” (“QIBs”). c.The securities are reasonably believed to be eligible for resale to other QIBs. d.The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated).	X_____ X______ X______ X______	_______ _______ _______ _______
e.The securities were purchased at a price not more than the price paid by each other purchaser in the offering or any concurrent offering. f.The underwriting was a firm commitment underwriting.	YES X______ X______	NO _______ _______
g.The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.	X______	_______
h.The issuer of the securities and any predecessor has been in continuous operation for not less than three years.	X______	_______
i.The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.	X______	_______
j.No Affiliated Underwriter benefited directly or indirectly from the purchase.	X______	_______

Approved: /s/ John Hwang ____________ Date:11/21/2014___

Print Name: John Hwang

Managed High Yield Plus Fund Inc.

FORM 10f-3

Registered Domestic Securities and Government Securities

FUND: Managed High Yield Plus Fund, Inc.

Name of Adviser or Sub-Adviser: UBS Global Asset Management (Americas) Inc.

1. Issuer: MarkWest Energy Partners L.P. 4.875% due 12/01/2024

2. Date of Purchase: 11/18/2014 3. Date offering commenced: 11/18/2014

4. Underwriter(s) from whom purchased: Wells Fargo Securities

5. “Affiliated Underwriter" managing or participating in syndicate:

UBS Investment Bank

6. Aggregate principal amount or number of shares purchased: $7,000,000 firmwide

7. Aggregate principal amount or total number of shares of offering: $500,000,000

8. Purchase price per unit or share (net of fees and expenses):$100.00

9. Initial public offering price: $100.00

10. Commission, spread or profit: _1.0______% $____________

11. Have the following conditions been satisfied?	YES	NO
a.The securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public, or is part of an issue of government securities (as defined in section 2(a)(16) of the 1940 Act). b.The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated). c.The securities purchased at a price not more than the price paid by each other purchaser in the offering. d.The underwriting was a firm commitment underwriting.	X_____ X______ X______ X______	_______ _______ _______ _______
e.The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.	X______	_______
f.The issuer of the securities and any predecessor has been in continuous operation for not less than three years.	X______	_______
g.The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.	X_______	_______
h.No Affiliated Underwriter benefited directly or indirectly from the purchase.	X_______	_______

Approved: /s/ John Hwang Date: 11/21/2014__

Print Name: John Hwang

Managed High Yield Plus Fund Inc.

FORM 10f-3

Registered Domestic Securities and Government Securities

FUND: Managed High Yield Plus Fund, Inc.

Name of Adviser or Sub-Adviser: UBS Global Asset Management (Americas) Inc.

1. Issuer: MGM Resorts International 6% due 03/15/2023

2. Date of Purchase: 11/20/2014 3. Date offering commenced: 11/20/2014

4. Underwriter(s) from whom purchased: Bank of America

5. “Affiliated Underwriter" managing or participating in syndicate:

UBS Investment Bank

6. Aggregate principal amount or number of shares purchased: $15,000,000 firmwide

7. Aggregate principal amount or total number of shares of offering: $1,150,000,000

8. Purchase price per unit or share (net of fees and expenses):$100.00

9. Initial public offering price: $100.00

10. Commission, spread or profit: _1.0______% $____________

11. Have the following conditions been satisfied?	YES	NO
a.The securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public, or is part of an issue of government securities (as defined in section 2(a)(16) of the 1940 Act). b.The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated). c.The securities purchased at a price not more than the price paid by each other purchaser in the offering. d.The underwriting was a firm commitment underwriting.	X_____ X______ X______ X______	_______ _______ _______ _______

Managed High Yield Plus Fund Inc.

e.The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.	X______	_______
f.The issuer of the securities and any predecessor has been in continuous operation for not less than three years.	X______	_______
g.The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.	X_______	_______
h.No Affiliated Underwriter benefited directly or indirectly from the purchase.	X_______	_______

Approved: /s/ John Hwang Date: 11/21/2014__

Print Name: John Hwang

Managed High Yield Plus Fund Inc.

FORM 10f-3

Rule 144A Securities

FUND: Managed High Yield Plus Fund, Inc.

Name of Adviser or Sub-Adviser: UBS Global Asset Management (Americas) Inc.

1. Issuer: UnityMedia Hessen/NRW 5% due 01/15/2025

2. Date of Purchase: 12/03/2014 3. Date offering commenced: 12/03/2014

4. Underwriter(s) from whom purchased: Goldman Sachs

5. “Affiliated Underwriter" managing or participating in syndicate:

UBS Investment Bank

6. Aggregate principal amount or number of shares purchased: $15,000,000 firmwide

7. Aggregate principal amount or total number of shares of offering: $550,000,000

8. Purchase price per unit or share (net of fees and expenses):$100,00

9. Initial public offering price: $100.00

10. Commission, spread or profit: _0.5________% $____________

11. Have the following conditions been satisfied?	YES	NO
a.The securities are sold in an offering exempt from registration under Section 4(2) of the Securities Act of 1933, Rule 144A or Regulation D. b.The securities are sold to persons reasonably believed to be “qualified institutional buyers” (“QIBs”). c.The securities are reasonably believed to be eligible for resale to other QIBs. d.The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated).	X_____ X______ X______ X______	_______ _______ _______ _______
e.The securities were purchased at a price not more than the price paid by each other purchaser in the offering or any concurrent offering. f.The underwriting was a firm commitment underwriting.	YES X______ X______	NO _______ _______
g.The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.	X______	_______
h.The issuer of the securities and any predecessor has been in continuous operation for not less than three years.	X______	_______
i.The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.	X______	_______
j.No Affiliated Underwriter benefited directly or indirectly from the purchase.	X______	_______

Approved: /s/ John Hwang ____________ Date:12/22/2014___

Print Name: John Hwang

Managed High Yield Plus Fund Inc.

FORM 10f-3

Registered Domestic Securities and Government Securities

FUND: Managed High Yield Plus Fund, Inc.

Name of Adviser or Sub-Adviser: UBS Global Asset Management (Americas) Inc.

1. Issuer: HCA Inc. 5.375% due 02/01/2025

2. Date of Purchase: 01/13/2015 3. Date offering commenced: 01/13/2015

4. Underwriter(s) from whom purchased: Wells Fargo Securities

5. “Affiliated Underwriter" managing or participating in syndicate:

UBS Investment Bank

6. Aggregate principal amount or number of shares purchased: $5,000,000 firmwide

7. Aggregate principal amount or total number of shares of offering: $1,000,000,000

8. Purchase price per unit or share (net of fees and expenses):$100.00

9. Initial public offering price: $100.00

10. Commission, spread or profit: _1.0______% $____________

11. Have the following conditions been satisfied?	YES	NO
a.The securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public, or is part of an issue of government securities (as defined in section 2(a)(16) of the 1940 Act). b.The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated). c.The securities purchased at a price not more than the price paid by each other purchaser in the offering. d.The underwriting was a firm commitment underwriting.	X_____ X______ X______ X______	_______ _______ _______ _______

Managed High Yield Plus Fund Inc.

e.The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.	X______	_______
f.The issuer of the securities and any predecessor has been in continuous operation for not less than three years.	X______	_______
g.The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.	X_______	_______
h.No Affiliated Underwriter benefited directly or indirectly from the purchase.	X_______	_______

Approved: /s/ John Hwang Date: 01/26/2015__

Print Name: John Hwang

Managed High Yield Plus Fund Inc.

FORM 10f-3

Rule 144A Securities

FUND: Managed High Yield Plus Fund, Inc.

Name of Adviser or Sub-Adviser: UBS Global Asset Management (Americas) Inc.

1. Issuer: Bombardier Inc. 5.5% due 09/15/2018

2. Date of Purchase: 02/27/2015 3. Date offering commenced: 02/27/2015

4. Underwriter(s) from whom purchased: JP Morgan Securities

5. “Affiliated Underwriter" managing or participating in syndicate:

UBS Investment Bank

6. Aggregate principal amount or number of shares purchased: $5,000,000 firmwide

7. Aggregate principal amount or total number of shares of offering: $750,000,000

8. Purchase price per unit or share (net of fees and expenses):$100.00

9. Initial public offering price: $100.00

10. Commission, spread or profit: _1.25________% $____________

11. Have the following conditions been satisfied?	YES	NO
a.The securities are sold in an offering exempt from registration under Section 4(2) of the Securities Act of 1933, Rule 144A or Regulation D. b.The securities are sold to persons reasonably believed to be “qualified institutional buyers” (“QIBs”). c.The securities are reasonably believed to be eligible for resale to other QIBs. d.The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated).	X_____ X______ X______ X______	_______ _______ _______ _______
e.The securities were purchased at a price not more than the price paid by each other purchaser in the offering or any concurrent offering. f.The underwriting was a firm commitment underwriting.	YES X______ X______	NO _______ _______
g.The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.	X______	_______
h.The issuer of the securities and any predecessor has been in continuous operation for not less than three years.	X______	_______
i.The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.	X______	_______
j.No Affiliated Underwriter benefited directly or indirectly from the purchase.	X______	_______

Approved: /s/ John Hwang ____________ Date: 3/5/2015___

Print Name: John Hwang

EX-99.77B ACCT LTTR 3 mhyf.htm AUDIT OPINION Unassociated Document

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

Managed High Yield Plus Fund Inc.

In planning and performing our audit of the financial statements of Managed High Yield Plus Fund Inc. (the “Company”) as of and for the year ended May 31, 2015, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Company’s internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

The management of the Company is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Our consideration of the Company’s internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Company’s internal control over financial reporting and its operation, including controls over safeguarding securities, which we consider to be a material weakness as defined above as of May 31, 2015.

This report is intended solely for the information and use of management and the Board of Directors of Managed High Yield Plus Fund Inc. and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.

/s/ ERNST & YOUNG LLP

New York, New York

July 28, 2015

Information Classification: Limited Access

EX-99.77Q2 ITEM 405 4 q77q2.htm BENEFICIAL OWNERSHIP Unassociated Document

Managed High Yield Plus Fund

For period ending May 31, 2015 Exhibit 77Q2

File number 811-8765

Section 16(a) Beneficial Ownership Reporting Compliance

The registrant is not aware of any report required to be filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, which was not timely filed.

Information Classification: Limited Access