MANAGED HIGH YIELD PLUS FUND INC, DEF 14A, 1999-07-30

MANAGED HIGH YIELD PLUS FUND INC
DEF 14A, 1999-07-30

Previous: BANC ONE AUTO GRANTOR TRUST 1997-B, 8-K, 1999-07-30

Next: MANAGED HIGH YIELD PLUS FUND INC, NSAR-B, 1999-07-30

<PAGE>
Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

MANAGED HIGH YIELD PLUS FUND INC.
.................................................................
(Name of Registrant as Specified In Its Charter)

.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11

(1) Title of each class of securities to which transaction
applies:

............................................................

(2) Aggregate number of securities to which transaction
applies:

.......................................................

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):

.......................................................

(4) Proposed maximum aggregate value of transaction:

.......................................................

(5) Total fee paid:

.......................................................

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

.......................................................

(2) Form, Schedule or Registration Statement No.:

.......................................................

(3) Filing Party:

.......................................................

(4) Date Filed:

.......................................................

<PAGE>
MANAGED HIGH YIELD PLUS FUND INC.
---------------------
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 16, 1999
---------------------

TO THE SHAREHOLDERS:

The annual meeting of shareholders of Managed High Yield Plus Fund Inc.
('Fund') will be held on September 16, 1999 at 10:00 a.m., Eastern time, at 1285
Avenue of the Americas, 14th Floor, New York, New York 10019 for the following
purposes:

(1) To elect ten (10) directors to serve until the annual meeting of
shareholders in 2000, or until their successors are elected and qualified;

(2) To ratify the selection of Ernst & Young LLP as the Fund's
independent auditors for the fiscal year ending May 31, 2000; and

(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.

You are entitled to vote at the meeting and any adjournments thereof if you
owned Fund shares at the close of business on July 16, 1999. If you attend the
meeting, you may vote your shares in person. IF YOU DO NOT EXPECT TO ATTEND THE
MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED POSTAGE PAID ENVELOPE.

By order of the board of directors,

DIANNE E. O'DONNELL
Secretary

July 30, 1999
1285 Avenue of the Americas
New York, New York 10019

YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN

PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD,
DATE AND SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED. If you sign, date
and return the proxy card but give no voting instructions, your shares will
be voted 'FOR' the nominees for director named in the attached proxy
statement and 'FOR' all other proposals noticed above. IN ORDER TO AVOID THE
ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING IN YOUR PROXY CARD PROMPTLY.

<PAGE>
INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general guidelines for signing proxy cards may be of
assistance to you and avoid the time and expense to the Fund in validating your
vote if you fail to sign your proxy card properly.

1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the
registration on the proxy card.

2. JOINT ACCOUNTS: Either party may sign, but the name of the party signing
should conform exactly to the name shown in the registration on the proxy card.

3. ALL OTHER ACCOUNTS: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of registration. For
example:

<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
------------ ---------------
<S> <C>
Corporate Accounts

(1) ABC Corp....................................... ABC Corp.
John Doe, Treasurer

(2) ABC Corp....................................... John Doe, Treasurer

(3) ABC Corp. c/o John Doe, Treasurer.............. John Doe

(4) ABC Corp. Profit Sharing Plan.................. John Doe, Trustee

Partnership Accounts

(1) The XYZ Partnership............................ Jane B. Smith, Partner

(2) Smith and Jones, Limited Partnership........... Jane B. Smith, General Partner

Trust Accounts

(1) ABC Trust Account.............................. Jane B. Doe, Trustee

(2) Jane B. Doe, Trustee u/t/d 12/18/78............ Jane B. Doe

Custodial or Estate Accounts

(1) John B. Smith, Cust. f/b/o John B.
Smith, Jr. UGMA/UTMA........................... John B. Smith

(2) Estate of John B. Smith........................ John B. Smith, Jr.
Executor
</TABLE>

<PAGE>
MANAGED HIGH YIELD PLUS FUND INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019

------------------------

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 16, 1999

------------------------

This statement is furnished to the shareholders of Managed High Yield Plus
Fund Inc. ('Fund') in connection with the board of directors' solicitation of
proxies to be used at the annual meeting of the shareholders of the Fund to be
held on September 16, 1999, or any adjournment or adjournments thereof. This
proxy statement and the related proxy card will first be mailed to shareholders
on or about July 30, 1999.

A majority of the shares outstanding on September 16, 1999, represented in
person or by proxy, must be present for the transaction of business at the
meeting. In the event that a quorum is not present at the annual meeting, or if
a quorum is present at the annual meeting but sufficient votes to approve any of
the proposals are not received, the persons named as proxies may propose one or
more adjournments of the annual meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a majority of
those shares represented at the annual meeting in person or by proxy. The
persons named as proxies will vote those proxies which they are entitled to vote
FOR any such proposal in favor of such an adjournment, and will vote those
proxies required to be voted AGAINST any such proposal against such adjournment.
A shareholder vote may be taken on one or more of the proposals in this proxy
statement prior to any such adjournment if sufficient votes have been received
and it is otherwise appropriate.

Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and for which the broker does not have
discretionary voting authority. Abstentions and broker non-votes will be counted
as shares present for purposes of determining whether a quorum is present but
will not be voted for or against any adjournment or proposal. Accordingly,
abstentions and broker non-votes effectively will be a vote against adjournment
but will have no effect on Proposals 1 and 2, for which the required vote is a
plurality and majority, respectively, of the votes cast.

The individuals named as proxies on the enclosed proxy card will vote in
accordance with your direction as indicated thereon if your proxy card is
received properly executed by you or by your duly appointed agent or
attorney-in-fact. If you give no voting instructions, your shares will be voted
FOR the ten nominees for directors named herein and FOR the remaining proposals
described in this proxy statement. You may revoke any proxy card by giving
another proxy or by letter or telegram revoking the initial proxy. To be
effective, your revocation must be received by the Fund prior to the meeting and
must indicate your name and account number. In addition, if you attend the
meeting in person you may, if you wish, vote by ballot at the meeting, thereby
cancelling any proxy previously given.

As of the record date, July 16, 1999, the Fund had 31,754,823 shares of
common stock outstanding. The solicitation of proxies, the cost of which will be
borne by the Fund, will be made primarily by mail but also may include telephone
or oral communications by regular employees of Mitchell Hutchins Asset
Management Inc. ('Mitchell Hutchins') or PaineWebber Incorporated
('PaineWebber'), who will not receive any compensation therefor from the Fund.
Management does not know of any person who owns beneficially 5% or more of the
shares of the Fund. Each full share of the Fund outstanding is entitled to one
vote and each fractional share of the Fund outstanding is entitled to a
proportionate share of one vote.

<PAGE>
The Fund's annual report containing financial statements for the fiscal
year ended May 31, 1999, is being mailed to shareholders concurrently with this
proxy statement.

Mitchell Hutchins serves as the Fund's investment adviser and
administrator. Mitchell Hutchins is a wholly owned asset management subsidiary
of PaineWebber, which is a wholly owned subsidiary of Paine Webber Group Inc.
('PW Group'), a publicly held financial services holding company. The principal
business address of each of Mitchell Hutchins, PaineWebber and PW Group is 1285
Avenue of the Americas, New York, New York 10019.

PROPOSAL 1. ELECTION OF DIRECTORS

Proposal 1 relates to the election of directors of the Fund. Management
proposes the election of the ten nominees named in the table below. Each
nominee, including those who are not 'interested persons' of the Fund as that
term is defined by the Investment Company Act of 1940 ('1940 Act') ('Independent
Directors'), has indicated his or her willingness to serve if elected. If
elected, each nominee will hold office until the next annual meeting of
shareholders or until his or her successor is elected and qualified. Unless you
give contrary instructions on the enclosed proxy card, your shares will be voted
FOR the election of the ten nominees. If any of the nominees should withdraw or
otherwise become unavailable for election, your shares will be voted FOR such
other nominee or nominees as management may recommend.

Each director, other than Mr. Storms, has served as a director from the
Fund's inception. On May 13, 1999, the board increased the number of board
members to ten and appointed Mr. Storms to fill the vacancy created by the
expansion. Directors will be elected by the affirmative vote of the holders of a
plurality of the shares of the Fund, present in person or by proxy and entitled
to vote thereon, provided a quorum is present. If each of the ten nominees is
elected, they will constitute the entire board of directors of the Fund. All
of the current directors and executive officers as a group (21 persons)
beneficially owned 27,930 shares of the Fund on June 30, 1999, representing less
than 1% of the outstanding shares of the Fund on that date.

<PAGE>

<TABLE>
<CAPTION>
PRESENT POSITION WITH THE SHARES OWNED
FUND; BUSINESS EXPERIENCE DURING BENEFICIALLY ON
NOMINEE; AGE PAST FIVE YEARS; OTHER DIRECTORSHIPS JUNE 30, 1999**
------------ ------------------------------------ ---------------
<S> <C> <C>
investment companies for which Mitchell Hutchins,
PaineWebber or one of their affiliates serve as
investment adviser.
E. Garrett Bewkes, Jr.*; 72 Director and chairman of the board of directors. --
Mr. Bewkes is a director of PW Group (holding
company of PaineWebber and Mitchell Hutchins).
Prior to December 1995, he was a consultant to
PW Group. Prior to 1988, he was chairman of the
board, president and chief executive officer of
American Bakeries Company. Mr. Bewkes is a
director of Interstate Bakeries Corporation. Mr.
Bewkes is a director or trustee of 35 investment
companies for which Mitchell Hutchins,
PaineWebber or one of their affiliates serve as
investment adviser.
Richard R. Burt; 52 Director. Mr. Burt is chairman of IEP Advisors, --
Inc. (international investments and consulting
firm) (since March 1994) and a partner of
McKinsey & Company (management consulting firm)
(since 1991). He is also a director of
Archer-Daniels-Midland Co. (agricultural com-
modities), Hollinger International Co.
(publishing), Homestake Mining Corp., Powerhouse
Technologies Inc. and Wierton Steel Corp. He was
the chief negotiator in the Strategic Arms
Reduction Talks with the former Soviet Union
(1989-1991) and the U.S. Ambassador to the
Federal Republic of Germany (1985-1989). Mr. Burt
is a director or trustee of 31 investment
companies for which Mitchell Hutchins,
PaineWebber or one of their affiliates serve as
investment adviser.
Mary C. Farrell*; 49 Director. Ms. Farrell is a managing director, --
senior investment strategist and member of the
Investment Policy Committee of PaineWebber. Ms.
Farrell joined PaineWebber in 1982. She is a
member of the Financial Women's Association and
Women's Economic Roundtable and appears as a
regular panelist on Wall $treet Week with Louis
Rukeyser. She also serves on the Board of
Overseers of New York University's Stern School
of Business. Ms. Farrell is a director or trustee
of 31 investment companies for which Mitchell
Hutchins, PaineWebber or one of their affiliates
serve as investment adviser.
Meyer Feldberg; 57 Director. Mr. Feldberg is Dean and Professor of --
Management of the Graduate School of Business,
Columbia University. Prior to 1989, he was
president of the Illinois Institute of
Technology. Dean Feldberg is also a director of
Primedia Inc., Federated Department Stores, Inc.
and Revlon, Inc. Dean Feldberg is a director or
trustee of 34 investment companies for which
Mitchell Hutchins, PaineWebber or one of their
affiliates serve as investment adviser.
George W. Gowen; 69 Director. Mr. Gowen is a partner in the law firm --
of Dunnington, Bartholow & Miller. Prior to May
1994, he was a partner in the law firm of Fryer,
Ross & Gowen. Mr. Gowen is a director or trustee
of 34 investment
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
PRESENT POSITION WITH THE SHARES OWNED
FUND; BUSINESS EXPERIENCE DURING BENEFICIALLY ON
NOMINEE; AGE PAST FIVE YEARS; OTHER DIRECTORSHIPS JUNE 30, 1999**
------------ ------------------------------------ ---------------
<S> <C> <C>
companies for which Mitchell Hutchins,
PaineWebber or one of their affiliates serve as
investment adviser.
Frederic V. Malek; 62 Director. Mr. Malek is chairman of Thayer Capital --
Partners (merchant bank). From January 1992 to
November 1992, he was campaign manager of
Bush-Quayle '92. From 1990 to 1992, he was vice
chairman and, from 1989 to 1990, he was president
of Northwest Airlines Inc., NWA Inc. (holding
company of Northwest Airlines Inc.) and Wings
Holdings Inc. (holding company of NWA Inc.).
Prior to 1989, he was employed by the Marriott
Corporation (hotels, restaurants, airline
catering and contract feeding), where he most
recently was an executive vice president and
president of Marriott Hotels and Resorts. Mr.
Malek is also a director of American Management
Systems, Inc. (management consulting and computer
related services), Automatic Data Processing,
Inc., CB Commercial Group, Inc. (real estate
services), Choice Hotels International (hotel and
hotel franchising), FPL Group, Inc. (electric
services), Manor Care, Inc. (health care) and
Northwest Airlines Inc. Mr. Malek is a director
or trustee of 31 investment companies for which
Mitchell Hutchins, PaineWebber or one of their
affiliates serve as investment adviser.
Carl W. Schafer; 63 Director. Mr. Schafer is president of the --
Atlantic Foundation (charitable foundation
supporting mainly oceanographic exploration and
research). He is a director of Base Ten Systems,
Inc. (software), Roadway Express, Inc.
(trucking), The Guardian Group of Mutual Funds,
the Harding, Loevner Funds, Evans Systems, Inc.
(motor fuels, convenience store and diversified
company), Electronic Clearing House, Inc.
(financial transactions processing), Frontier Oil
Corporation and Nutraceutix, Inc. (biotechnology
company). Prior to January 1993, he was chairman
of the Investment Advisory Committee of the
Howard Hughes Medical Institute. Mr. Schafer is a
director or trustee of 31 investment companies
for which Mitchell Hutchins, PaineWebber or one
of their affiliates serve as investment adviser.
Brian M. Storms*; 44 Director. Mr. Storms is president and chief --
operating officer of Mitchell Hutchins (since
March 1999). Prior to March 1999, he was
president of Prudential Investments
(1996 - 1999). Prior to joining Prudential he was
a managing director at Fidelity Investments. Mr.
Storms is a director or trustee of 31 investment
companies for which Mitchell Hutchins,
PaineWebber or one of their affiliates serves as
investment adviser.
</TABLE>

(footnotes on next page)

<PAGE>
(footnotes from previous page)

* Mrs. Alexander, Mr. Bewkes, Ms. Farrell and Mr. Storms are 'interested
persons' of the Fund, as defined in the 1940 Act, by virtue of their
positions with Mitchell Hutchins, PaineWebber and/or PW Group.

** Unless otherwise stated, as of the date indicated, each director had sole
voting and investment power of shares owned.

The board of directors of the Fund met seven times during the fiscal year
ended May 31, 1999. Each of the directors attended 75% or more of the board
meetings during the last fiscal year. The Audit and Contract Review Committee
('ACR Committee') of the board currently consists of Messrs. Armstrong, Burt,
Feldberg, Gowen, Malek and Schafer. The ACR Committee has established a
sub-committee that periodically reviews the contractual and audit arrangements
for the Fund and reports back to the full ACR Committee. Messrs. Burt, Feldberg
and Schafer are members of this sub-committee. Each member of the Fund's ACR
Committee is also a member of a similar committee established by the boards of
other investment companies for which Mitchell Hutchins or PaineWebber serves as
investment adviser and also may be a member of a sub-committee established by
another fund's audit and contract review committee. The duties of the ACR
Committee are: (a) to review the financial and accounting policies of the Fund,
including internal accounting control procedures, and to review reports prepared
by the Fund's independent auditors, including reports on the Fund's financial
statements; (b) to review and recommend approval or disapproval of audit and
non-audit services and the fees charged for such services; (c) to evaluate the
independence of the independent auditors and to recommend whether to retain such
independent auditors for the next fiscal year; and (d) to report to the board
and make such recommendations as it deems necessary. The ACR Committee and the
related sub-committee did not meet during the fiscal year ended May 31, 1999.

The board does not have a standing nominating or compensation committee.
The Fund pays the Independent Directors $1,000 annually and up to $150 for each
board meeting and for each separate meeting of a board committee. The chairmen
of the audit and contract review committees of individual funds within the
PaineWebber fund complex each receive additional compensation aggregating
$15,000 annually from the relevant funds. Directors of the Fund who are
'interested persons' as defined in the 1940 Act receive no compensation from the
Fund. Directors are reimbursed for any expenses incurred in attending meetings.
Each director will be subject to mandatory retirement at the end of the year in
which he or she becomes 72 years old. The board has waived this requirement with
respect to Mr. Bewkes for the next year. The table below includes certain
information relating to the compensation of the Fund's directors.

COMPENSATION TABLE'D'

<TABLE>
<CAPTION>
TOTAL
AGGREGATE COMPENSATION
COMPENSATION FROM THE
NAME OF FROM FUND AND THE
PERSON, POSITION THE FUND* FUND COMPLEX**
- ------------------------------------------------------------ ------------ --------------
<S> <C> <C>
Richard Q. Armstrong, Director.............................. $1,327 $101,372
Richard R. Burt, Director................................... $1,297 $101,372
Meyer Feldberg, Director.................................... $1,816 $116,222
George W. Gowen, Director................................... $1,327 $108,272
Federic V. Malek, Director.................................. $1,327 $101,372
Carl W. Schafer, Director................................... $1,327 $101,372
</TABLE>

(footnotes on next page)

<PAGE>
(footnotes from previous page)

'D' Only independent members of the board are compensated by the Fund and
identified above; directors who are 'interested persons,' as defined by the
1940 Act, do not receive compensation.

* Represents fees paid to each director during the fiscal year ended May 31,
1999.

** Represents total compensation paid to each director by 31 investment
companies (34 in the case of Messrs. Feldberg and Gowen) for which Mitchell
Hutchins, PaineWebber or one of their affiliates served as investment adviser
during the twelve months ended December 31, 1998; no fund within the complex
has a bonus, pension, profit sharing or retirement plan.

PROPOSAL 2. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Fund's financial statements for the fiscal year ended May 31, 1999,
were audited by Ernst & Young LLP ('Ernst & Young'), independent auditors. In
addition, Ernst & Young prepares the Fund's federal and state annual income tax
returns. Ernst & Young has been the Fund's independent auditors since its
inception in June 1998.

The ratification of Ernst & Young as independent auditors for the fiscal
year ending May 31, 2000 is to be voted upon at the annual meeting, and it is
intended that the persons named in the accompanying proxy will vote FOR such
ratification unless contrary instructions are given. Ernst & Young has informed
the Fund that it has no material direct or indirect financial interest in the
Fund. The affirmative vote of the holders of a majority of the shares of the
Fund cast at the annual meeting is required for ratification, provided a quorum
is present.

Representatives of Ernst & Young are not expected to be present at the
meeting but have been given the opportunity to make a statement if they so
desire and will be available should any matter arise requiring their presence.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE 'FOR' PROPOSAL 2.

EXECUTIVE OFFICERS

Officers of the Fund are appointed by the directors and serve at the
pleasure of the board. None of the Fund's officers currently receives any
compensation from the Fund. The executive officers of the Fund, in addition to
Mrs. Alexander (about whom information is given previously), are:

JOHN J. LEE, age 30, vice president and assistant treasurer of the
Fund (appointed May 1998). Mr. Lee is a vice president and a manager of the
mutual fund finance department of Mitchell Hutchins. Prior to September
1997, he was an audit manager in the financial services practice of
Ernst & Young. Mr. Lee is a vice president and assistant treasurer of 32
investment companies for which Mitchell Hutchins, PaineWebber or one of
their affiliates serve as investment adviser.

THOMAS J. LIBASSI, age 40, vice president of the Fund (appointed
May 1998). Mr. Libassi is a senior vice president and portfolio manager of
Mitchell Hutchins. Prior to May 1994, he was a vice president of Keystone
Custodian Funds Inc. with portfolio management responsibility. Mr. Libassi
is a vice president of six investment companies for which Mitchell
Hutchins, PaineWebber or one of their affiliates serve as investment
adviser.

<PAGE>
KEVIN J. MAHONEY, age 33, vice president and assistant treasurer of
the Fund (appointed May 1999). Mr. Mahoney is a first vice president and
senior manager of the mutual fund finance department of Mitchell Hutchins.
From August 1996 through March 1999, he was the manager of the mutual fund
internal control group of Salomon Smith Barney. Prior to August 1996, he
was an associate and assistant treasurer for BlackRock Financial Management
L.P. Mr. Mahoney is a vice president and assistant treasurer of 32
investment companies for which Mitchell Hutchins, PaineWebber or one of
their affiliates serves as investment adviser.

DENNIS MCCAULEY, age 52, vice president of the Fund (appointed
July 1998). Mr. McCauley is a managing director and chief investment
officer -- fixed income of Mitchell Hutchins. Prior to December 1994, he
was director of fixed income investments of IBM Corporation. Mr. McCauley
is a vice president of 22 investment companies for which Mitchell Hutchins,
PaineWebber or one of their affiliates serve as investment adviser.

ANN E. MORAN, age 42, vice president and assistant treasurer of the
Fund (appointed May 1998). Ms. Moran is a vice president and a manager of
the mutual fund finance department of Mitchell Hutchins. Ms. Moran is a
vice president and assistant treasurer of 32 investment companies for which
Mitchell Hutchins, PaineWebber or one of their affiliates serve as
investment adviser.

DIANNE E. O'DONNELL, age 47, vice president and secretary of the Fund
(appointed May 1998). Ms. O'Donnell is a senior vice president and deputy
general counsel of Mitchell Hutchins. Ms. O'Donnell is a vice president and
secretary of 31 investment companies and a vice president and assistant
secretary of one investment company for which Mitchell Hutchins,
PaineWebber or one of their affiliates serve as investment adviser.

EMIL POLITO, age 38, vice president of the Fund (appointed May 1998).
Mr. Polito is a senior vice president and director of operations and
control for Mitchell Hutchins. Mr. Polito is a vice president of 32
investment companies for which Mitchell Hutchins, PaineWebber or one of
their affiliates serve as investment adviser.

VICTORIA E. SCHONFELD, age 48, vice president of the Fund (appointed
May 1998). Ms. Schonfeld is a managing director and general counsel of
Mitchell Hutchins since May 1994 and a senior vice president of PaineWebber
Incorporated since July 1995. Prior to May 1994, she was a partner in the
law firm of Arnold & Porter. Ms. Schonfeld is a vice president of 31
investment companies and a vice president and secretary of one investment
company for which Mitchell Hutchins, PaineWebber or one of their affiliates
serve as investment adviser.

PAUL H. SCHUBERT, age 36, vice president and treasurer of the Fund
(appointed May 1998). Mr. Schubert is a senior vice president and the
director of the mutual fund finance department of Mitchell Hutchins. From
August 1992 to August 1994, he was a vice president at BlackRock Financial
Management L.P. Mr. Schubert is a vice president and treasurer of 32
investment companies for which Mitchell Hutchins, PaineWebber or one of
their affiliates serve as investment adviser.

BARNEY A. TAGLIALATELA, age 38, vice president and assistant treasurer
of the Fund (appointed May 1998). Mr. Taglialatela is a vice president and
a manager of the mutual fund finance department of Mitchell Hutchins. Prior
to February 1995, he was a manager of the mutual fund finance division of
Kidder Peabody Asset Management, Inc. Mr. Taglialatela is a vice president
and assistant treasurer of 32 investment companies for which Mitchell
Hutchins, PaineWebber or one of their affiliates serve as investment
adviser.

<PAGE>
KEITH A. WELLER, age 37, vice president and assistant secretary of the
Fund (appointed May 1998). Mr. Weller is a first vice president and
associate general counsel of Mitchell Hutchins. Prior to joining Mitchell
Hutchins in June 1995, he was an attorney with the law firm of Brown &
Wood. Mr. Weller is a vice president and assistant secretary of 31
investment companies for which Mitchell Hutchins, PaineWebber or one of
their affiliates serve as investment adviser.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Fund is not aware of any outstanding report required to be filed
pursuant to Section 16(a).

SHAREHOLDER PROPOSALS

Any shareholder who wishes to submit proposals to be considered at the
Fund's 2000 annual meeting of shareholders should send such proposals to the
Fund at 1285 Avenue of the Americas, New York, New York 10019. In order to be
considered at that meeting, shareholder proposals must be received by the Fund
no later than March 30, 2000 and must satisfy the other requirements of the
federal securities laws.

OTHER BUSINESS

Management knows of no business to be presented to the meeting other than
the matters set forth in this proxy statement, but should any other matter
requiring a vote of shareholders arise, the proxies will vote thereon according
to their best judgment in the interest of the Fund.

By order of the board of directors,

DIANNE E. O'DONNELL
Secretary

July 30, 1999

IT IS IMPORTANT THAT YOU EXECUTE AND RETURN YOUR PROXY PROMPTLY.

<PAGE>
- --------------------
MANAGED HIGH
YIELD PLUS FUND INC.
- --------------------
PROXY
STATEMENT

--------------------
MANAGED HIGH
YIELD PLUS FUND INC.
--------------------

------------------
NOTICE OF
ANNUAL MEETING
TO BE HELD ON
SEPTEMBER 16, 1999
AND
PROXY STATEMENT
------------------

<PAGE>
APPENDIX 1
PROXY

MANAGED HIGH YIELD PLUS FUND INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS - SEPTEMBER 16, 1999

The undersigned hereby appoints as proxies ANDREW NOVAK and FRANCESCA MATTIUSSI
and each of them (with power of substitution) to vote for the undersigned all
shares of common stock of the undersigned at the aforesaid meeting and any
adjournment thereof with all the power the undersigned would have if personally
present. The shares represented by this proxy will be voted as instructed.
UNLESS INDICATED TO THE CONTRARY, THIS PROXY SHALL BE DEEMED TO GRANT AUTHORITY
TO VOTE 'FOR' ALL PROPOSALS. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF MANAGED HIGH YIELD PLUS FUND INC.

YOUR VOTE IS IMPORTANT

Please date and sign this proxy on the reverse side and return it in the
enclosed envelope to PFPC Inc., P.O. Box 9426, Wilmington, DE 19809-9938. PFPC
Inc. has been engaged to forward the enclosed proxy material and to tabulate
proxies by mail.

PLEASE INDICATE YOUR VOTE BY AN 'X' IN THE APPROPRIATE BOX BELOW. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE 'FOR'

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
FOR ALL OR FOR ALL EXCEPT OR WITHHOLD
1. ELECTION OF DIRECTORS
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL [ ] [ ] [ ]
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME
IN THE LIST BELOW AND MARK CENTER BOX TO RIGHT.)
Margo N. Alexander, Richard Q. Armstrong, E. Garrett Bewkes, Jr.,
Richard R. Burt, Mary C. Farrell, Meyer Feldberg, George W.
Gowen, Frederic V. Malek, Carl W. Schafer, Brian M. Storms.
FOR AGAINST ABSTAIN
2. To ratify the selection of Ernst & Young LLP as the Fund's [ ] [ ] [ ]
independent auditors for the fiscal year ending May 31, 2000.
</TABLE>

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

<PAGE>
This proxy will not be voted unless it is dated and signed exactly as
instructed below.

If shares are held by an
individual, sign your name
exactly as it appears on this
card. If shares are held
jointly, either party may
sign, but the name of the
party signing should conform
exactly to the name shown on
this proxy card. If shares
are held by a corporation,
partnership or similar
account, the name and the
capacity of the individual
signing the proxy card should
be indicated unless it is
reflected in the form of
registration. For example:
'ABC Corp., John Doe,
Treasurer.'

Sign exactly as name appears
hereon.
______________________ (L.S.)
______________________ (L.S.)
Date _________________ , 1999

STATEMENT OF DIFFERENCES
------------------------

The dagger symbol shall be expressed as .............................. 'D'