MANAGED HIGH INCOME PORTFOLIO INC.
(the "Portfolio")
Supplement dated September 5, 1997
to the Prospectus dated June 27, 1997
The following information supplements, and to the extent inconsistent
therewith, supersedes, the information set forth in the prospectus under
Investment Objectives and Policies --Non-Publicly Traded and Illiquid
Securities."
Illiquid Securities. The Portfolio may invest up to 15% of its net
assets in illiquid securities, including repurchase agreements maturing
in more than seven days, securities that are not readily marketable and
restricted securities not eligible for resale pursuant to Rule 144A
under the Securities Act of 1933, as amended (the 1933 Act"). An
illiquid security is any security that cannot be disposed of within
seven days in the normal course of business at approximately the amount
at which it is valued by the Portfolio. The price the Portfolio pays
for illiquid securities or receives upon resale may be lower than the
price paid or received for similar securities with a more liquid market.
Accordingly, the valuation of these securities will reflect any
limitations on their liquidity.
Rule 144A Securities. The Portfolio may purchase Rule 144A Securities,
which are unregistered securities restricted to purchase by qualified
institutional buyers pursuant to Rule 144A under the 1933 Act. Because
Rule 144A Securities are freely transferable among qualified
institutional buyers, a liquid market may exist among such buyers. The
Board of Directors has adopted guidelines and delegated to management
the daily function of determining and monitoring liquidity of Rule 144A
securities. However, the Board of Directors maintains sufficient
oversight and is ultimately responsible for the liquidity
determinations. Investments in restricted securities such as Rule 144A
securities could have the effect of increasing the level of illiquidity
in the Portfolio to the extent that there is temporarily no market for
these securities among qualified institutional buyers.
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