MANAGED HIGH YIELD FUND INC
N-30D, 1997-10-01
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MANAGED HIGH YIELD FUND INC.                                       ANNUAL REPORT

                                                              September 15, 1997

Dear Shareholder,

We are pleased to present you with the annual report for Managed High Yield Fund
Inc. (the "Fund") for the year ended July 31, 1997.

   
GENERAL MARKET OVERVIEW
- --------------------------------------------------------------------------------
   Early in the period, uncertainty over the direction of interest rates
unsettled what was already a jittery market. By mid-summer 1996, a moderating
economy helped bolster the market for a short period of time, a situation that
was, however, only fleeting as renewed fears of an overheating economy quickly
re-emerged. This pattern would repeat itself throughout fall and into the new
year.

   The Federal Reserve's ("the Fed") decision to raise short-term interest rates
to 5.5% in March resulted in virtually every bond sector posting a negative
return during the first three months of the period. The high yield sector was
the exception, as gains in the first two months of the period more than offset
the softness following the Fed move. Then, on April 28th, the report of the
Employment Cost Index (ECI)--considered to be the most comprehensive
wage-inflation indicator, and critical to Federal Reserve policy--indicated a
very positive inflation picture. This information, plus positive news on an
agreed upon framework by President Clinton and the Republicans to balance the
budget by 2002, and an atypical paydown in federal debt, turned market sentiment
extremely bullish. Bonds entered a prolonged rally that sent the yield on the
long bond from 7.1% on March 31, 1997 to 6.8% by June 30, 1997.

   July continued to be a harbinger of good news for fixed income investors as
additional favorable inflation data prompted the yield on the long bond to drop
even further,to 6.5%--the lowest level of the year.All bond sectors experienced
positive returns; again, however, the high yield sector outperformed others as
investors' willingness to accept higher credit risk produced higher returns.

PORTFOLIO REVIEW
- --------------------------------------------------------------------------------
PERFORMANCE
   Total return for Managed High Yield Fund Inc. (Symbol: PHT) for the year
ended July 31, 1997 was 18.26% based on the Fund's net asset value and 22.59%
based on the Fund's share price on the New York Stock Exchange. As of July 31,
1997, the Fund's net asset value per share was $14.30, while its share price on
the New York Stock Exchange was $13.94. During the year ended July 31, 1997, the
Fund paid dividends from net investment income totalling $1.26 per share. We
hope to maintain the Fund's current dividend for the remainder of 1997. Based on
the dividend paid in July and the Fund's market price on July 31, 1997, the
Fund's market yield was 9.04% annualized. Over the fiscal year, the Fund
generated performance comparable to that of the 18.61% return of its Lipper peer
group (High Current Yield). 

MANAGED HIGH
YIELD FUND INC.

Top Five Industries (as a % of net 
assets as of July 31, 1997)

Communications ........ 14.12%
Media ................. 12.74%
Cable ................. 12.05%
Packaging .............  8.08%
General Industrial ....  7.72%

                                        1
<PAGE>

     Managed High Yield 
     Fund Inc.
     FUND PROFILE

     Goal:     
     High current income

     Portfolio Manager:
     Thomas J. Libassi, MH
     Asset Management Inc.

     Total Net Assets:
     $86.2 million as of
     July 31, 1997

     Dividend Payments:
     Monthly


PORTFOLIO HIGHLIGHTS

   Of the industries in which the Fund invests,  media companies held one of the
largest  positions,  constituting  12.74% of net assets as of July 31, 1997.  We
particularly  favored print media companies,  many of which have seen their cash
flows increase due to their  advertising  revenues;  at the same time, their raw
materials  costs are falling.  Two examples of print companies we currently like
are Hollinger International Publishing (0.60%), a publisher of daily newspapers,
and Petersen Publishing LLC (0.65%), a publisher of specialty magazines.

   Another sector to which we devoted substantial assets was communications
(14.12% of fund net assets as of July 31, 1997). Within this sector, we
specifically targeted companies that either have a well-developed niche
business, such as Nextel Communications Incorporated (2.62%), or strong growth
prospects. Additionally, as of July 31, 1997, approximately 4.7% of our
allocation to this sector is in European telecommunications providers such as
Colt Telecom Group PLC (1.54%)--companies that we believe should benefit from
industry deregulation scheduled to take place in Europe in January 1998.

   The Fund's third largest weighting was allocated to cable providers (12.05%
of net assets as of July 31, 1997). Within this sector, we favored companies
located in tightly clustered markets with dense populations and strong
demographics, such as New York City's Cablevision Systems Corporation (0.71%)
and Philadelphia's Comcast Corporation (1.23%).

   One sector of the high yield market that performed  particularly  well during
the period was U.S. dollar-denominated emerging market corporate debt (14.28% of
net  assets  as of July 31,  1997).  Our  strategy  is to  invest  in  generally
better-quality  companies  like Grupo  Televisa S.A. de C.V.  (1.65%),  Mexico's
leading broadcast company.  Going forward,  we plan to focus more on these types
of companies,  as we believe these securities currently offer greater investment
potential than similarly-rated companies located in the U.S.

OUTLOOK
- --------------------------------------------------------------------------------
   The high yield market has turned in above-average performance for several
years in a row, driven mainly by the combination of moderate economic growth,
low interest rates and a booming stock market. Presently, we see little reason
for the bull market to end any time soon. In addition to these factors, we
expect that new demand from institutional buyers and pension funds will further
support high yield prices in the future. Finally, the company consolidations we
are seeing across industries are likely to help high yield companies as more and
more of them are acquired by stronger companies.

   We will continue to focus on non-cyclical industries such as cable and
communications, placing particular emphasis on media. We expect this industry
will benefit from what is an increasing need for worldwide programming. Most
significantly, we will focus more on companies domiciled outside of the United
States. We believe these securities, which are denominated in U.S. dollars,
currently offer greater investment potential than similarly situated companies
located in the U.S.

                                       2
<PAGE>

   Our ultimate objective in managing your investments is to help you
successfully meet your financial goals. We thank you for your continued support,
and welcome any comments or questions you may have.


Sincerely,



/s/ Margo N. Alexander                   /s/ Dennis L. McCauley
- -----------------------------            --------------------------- 
MARGO N. ALEXANDER                       DENNIS L. MCCAULEY
President,                               Managing Director and Chief Investment
Mitchell Hutchins Asset Management Inc.  Officer - Fixed Income
                                         Mitchell Hutchins Asset Management Inc.

This letter is intended to assist shareholders in understanding how the Fund
performed during the fiscal year ended July 31, 1997 and reflects our views at
the time we are writing this report. Of course, these views may change in
response to changing circumstances. We encourage you to consult your investment
executive regarding your personal investment program.

                                        3
<PAGE>

MANAGED HIGH YIELD FUND INC.

PORTFOLIO OF INVESTMENTS                                           JULY 31, 1997

<TABLE>
<CAPTION>

  Principal
   Amount                                                    Maturity               Interest
    (000)                                                      Dates                  Rates               Value
  --------                                                    -------                -------            --------
<S>         <C>                                              <C>                      <C>              <C>
Corporate Bonds--92.63%

Airlines--1.01%
    $ 750   Airplane Pass Through Trust ..............       03/15/19                 10.875%          $ 873,750
                                                                                                       ---------

Cable--11.34%
    1,000   Comcast Corporation ......................       05/15/05                  9.375           1,063,750
    2,500   International CableTel Incorporated ...... 04/15/05 to 02/01/06      11.500+ to 12.375+    1,820,000
    1,250   Multi Canal S.A. de C.V. ** ..............       02/01/07                 10.500           1,346,875
      625   Pratama Datakom Asia B.V.** ..............       07/15/05                 12.750             623,438
    2,400   TCI Satellite Entertainment Incorporated**       02/15/07                 12.250+          1,452,000
      750   Telewest PLC .............................       10/01/06                  9.625             791,250
    1,250   Tevecap S.A. de C.V. .....................       11/26/04                 12.625           1,320,312
    2,000   UIH Australia Pacific Incorporated .......       05/15/06                 14.000+          1,360,000
                                                                                                     -----------
                                                                                                       9,777,625
                                                                                                     -----------
Chemicals--0.88%
      750   Polytama International Finance B.V. ......       06/15/07                 11.250             755,625
                                                                                                     -----------
Communications--13.59%
    2,000   Colt Telecom Group PLC ...................       12/15/06                 12.000+          1,330,000
      625   Comcast Cellular Holdings Incorporated** .       05/01/07                  9.500             651,563
    1,000   Globalstar L.P. ..........................       02/15/04                 11.375             960,000
    1,000   GST USA Incorporated .....................       12/15/05                 13.875+            670,000
      500   ITC Deltacom Incorporated** ..............       06/01/07                 11.000             522,500
    1,750   McCaw International Limited** ............       04/15/07                 13.000+            962,500
      500   Metronet Communications Corporation** ....       08/15/07                 12.000             532,500
    2,750   Nextel Communications Incorporated .......       08/15/04                  9.750+          2,255,000
      550   People's Telecommunications Company ......       07/15/02                 12.250             572,000
    2,000   RSL Communications Limited ...............       11/15/06                 12.250           2,060,000
      500   Verio Incorporated** .....................       06/15/04                 13.500             522,500
    1,000   Viatel Incorporated ......................       01/15/05                 15.000+            680,000
                                                                                                     -----------
                                                                                                      11,718,563
                                                                                                     -----------
Consumer Manufacturing--4.68%
    1,800   Apparel Ventures Incorporated ............       12/31/00                 12.250           1,584,000
    1,000   Chattem Incorporated .....................       06/15/04                 12.750           1,120,000
      500   EKCO Group Incorporated ..................       04/01/06                  9.250             517,500
    1,500   Icon Health & Fitness Corporation ........       11/15/06                 14.000+            813,750
                                                                                                     -----------
                                                                                                       4,035,250
                                                                                                     -----------
Energy--2.67%
      730   Crown Central Petroleum Corporation ......       02/01/05                 10.875             770,150
      800   Petroleos Mexicanos ......................       12/01/23                  8.625             752,000
    1,000   Transamerican Energy Corporation** .......       06/15/02                 13.000+            780,000
                                                                                                     -----------
                                                                                                       2,302,150
                                                                                                     -----------
Entertainment--2.46%
      125   Cobb Theatres ............................       03/01/03                 10.625             138,125
      750   Discovery Zone Incorporated** ............       08/01/02                 13.500             772,500
    1,218   United Artists Theatre Circuit ...........       07/01/15                  9.300           1,211,571
                                                                                                     -----------
                                                                                                       2,122,196
                                                                                                     -----------

</TABLE> 

                                       4
<PAGE>
Managed High Yield Fund Inc.

<TABLE>
<CAPTION>

  Principal
   Amount                                                    Maturity               Interest
    (000)                                                      Dates                  Rates               Value
  --------                                                    -------                -------            --------
<S>         <C>                                              <C>                      <C>              <C>
Corporate Bonds--(continued)

Finance--3.02%
    $ 500   Cityscape Financial Corporation** ........       06/01/04                 12.750%          $ 475,000
      500   Delta Financial Corporation ..............       08/01/04                  9.500             501,250
      875   Imperial Credit Industries Incorporated ..       01/15/07                  9.875             868,438
      750   Olympic Financial Limited ................       03/15/07                 11.500             759,375
                                                                                                     -----------
                                                                                                       2,604,063
                                                                                                     -----------
Food & Beverage--5.24%
    1,000   American Rice Incorporated ...............       07/31/02                 13.000           1,045,000
    3,741   Iowa Select Farms ........................       02/15/04                 17.250+          2,691,275
      750   Packaged Ice Incorporated** ..............       04/15/04                 12.000             780,000
                                                                                                     -----------
                                                                                                       4,516,275
                                                                                                     -----------
Gaming--1.23%
    1,000   Casino America Incorporated ..............       08/01/03                 12.500           1,060,000
    1,659#  Grand Palais Casino Incorporated++ .......       11/01/97                 18.250(a)                0
                                                                                                     -----------
                                                                                                       1,060,000
                                                                                                     -----------
General Industrial--6.93%
    1,000   Communications & Power Industries Incorporated   08/01/05                 12.000           1,117,500
      625   Continental Global Group Incorporated**          04/01/07                 11.000             662,500
      500   Dominion Textile USA .....................       04/01/06                  9.250             523,750
      500   Goss Graphic Systems Incorporated ........       10/15/06                 12.000             552,500
      250   Jordan Industries Incorporated** .........       08/01/07                 10.375             250,000
      750   Jordan Telecommunication Products** ......       08/01/07                  9.875             750,000
    1,000   Poindexter J.B. Incorporated .............       05/15/04                 12.500           1,047,500
    1,000   Polysindo International Finance 
               Company B.V. .......................... 06/15/06 to 07/30/07      9.375 to 11.375       1,073,125
                                                                                                     -----------
                                                                                                       5,976,875
                                                                                                     -----------
Healthcare--0.31%
      250   Integrated Health Services Incorporated**        09/15/07                  9.500             265,000
                                                                                                     -----------
Homebuilding--1.84%
      750   K Hovnanian Enterprises Incorporated .....       04/15/02                 11.250             780,000
      750   Ryland Group Incorporated ................       07/01/06                 10.500             810,000
                                                                                                     -----------
                                                                                                       1,590,000
                                                                                                     -----------
Media--12.48%
    1,500   Affiliated Newspaper Investments .........       07/01/06                 13.250+          1,346,250
    1,000   All American Communications Incorporated         10/15/01                 10.875           1,071,250
    1,500   Grupo Televisa S.A. de C.V. ..............       05/15/08                 13.250+          1,080,000
      300   Grupo Televisa S.A. de C.V. ..............       05/15/06                 11.875             339,750
      500   Hollinger International Publishing .......       02/01/06                  9.250             521,250
    1,250   Newsquest Capital PLC ....................       05/01/06                 11.000           1,368,750
    1,000   Pegasus Communications Corporation .......       07/01/05                 12.500           1,110,000
      500   Petersen Publishing Company LLC ..........       11/15/06                 11.125             562,500
      750   Sullivan Graphics Incorporated ...........       08/01/05                 12.750             774,375
    1,000   Sun Media Corporation** ..................       05/15/07                  9.500           1,035,000
    1,000   T.V. Azteca S.A. de C.V.** ...............       02/15/07                 10.500           1,060,000
      500   Viacom Incorporated ......................       07/07/06                  8.000             490,000
                                                                                                     -----------
                                                                                                      10,759,125
                                                                                                     -----------
</TABLE>

                                       5
<PAGE>

Managed High Yield Fund Inc.


<TABLE>
<CAPTION>

  Principal
   Amount                                                    Maturity               Interest
    (000)                                                      Dates                  Rates               Value
  --------                                                    -------                -------            --------
<S>         <C>                                              <C>                      <C>              <C>
Corporate Bonds--(continued)

Metals & Mining--2.16%
    $ 500   Altos Hornos de Mexico S.A. de C.V.** ....       04/30/04                 11.875%          $ 545,000
      500   Easco Corporation ........................       03/15/01                 10.000             513,750
      750   WCI  Steel Incorporated ..................       12/01/04                 10.000             802,500
                                                                                                     -----------
                                                                                                       1,861,250
                                                                                                     -----------
Packaging--8.08%
    1,250   Doman Industries Limited .................       03/15/04                  8.750           1,243,750
    1,000   Four M Corporation .......................       06/01/06                 12.000           1,065,000
      500   FSW  International Finance Company B.V. ..       11/01/06                 12.500             510,000
      500   Grupo Industrial Durango S.A. de C.V. ....       08/01/03                 12.625             572,500
      750   Portola Packaging Incorporated ...........       10/01/05                 10.750             778,125
      500   Printpack Incorporated ...................       08/15/06                 10.625             538,750
      750   Tjiwi Kimia Finance Maurities Limited** ..       08/01/04                 10.000             753,750
    1,000   Uniforet Incorporated ....................       10/15/06                 11.125             965,000
      500   Vicap, S.A. de C.V.** ....................       05/15/07                 11.375             543,750
                                                                                                     -----------
                                                                                                       6,970,625
                                                                                                     -----------
Real Estate--0.58%
      500   D.R. Horton Incorporated .................       06/15/04                  8.375             503,750
                                                                                                     -----------
Retail--4.01%
      500   Barry's Jewelers, Incorporated ...........       12/22/00                 11.000(a)          277,500
    1,125   Chief Auto Parts Incorporated ............       05/15/05                 10.500           1,130,625
      500   CSK Auto Incorporated ....................       11/01/06                 11.000             533,750
    1,500   Great American Cookie Incorporated .......       01/15/01                 10.875           1,515,000
                                                                                                     -----------
                                                                                                       3,456,875
                                                                                                     -----------
Supermarkets & Drugstores--2.41%
      500   Di Giorgio Corporation** .................       06/15/07                 10.000             495,000
      922   Farm Fresh Holdings Corporation ..........       10/01/02                 14.250              64,540
    1,000   Pantry Incorporated ......................       11/15/00                 12.000           1,030,000
      500   Pueblo Xtra International Incorporated ...       08/01/03                  9.500             493,750
                                                                                                     -----------
                                                                                                       2,083,290
                                                                                                     -----------
Technology--1.38%
      800   Electronic Retailing Systems International       02/01/04                 13.250+            512,000
    1,500   InterAct Systems Incorporated ............       08/01/03                 14.000+            675,000
                                                                                                     -----------
                                                                                                       1,187,000
                                                                                                     -----------
Transportation Non-Air--3.92%
      500   Equimar Shipholdings Limited** ...........       07/01/07                  9.875             490,000
    1,000   Greater Bejing First Expressways** .......       06/15/07                  9.500           1,010,000
      750   Navigator Gas** ..........................       06/30/07                 12.000             761,250
      500   Stena Shipping ...........................       12/15/05                 10.500             547,500
      500   TFM S.A. de C.V.** .......................       06/15/09                 11.750+            310,000
      250   TFM S.A. de C.V.** .......................       06/15/07                 10.250             258,125
                                                                                                     -----------
                                                                                                       3,376,875
                                                                                                     -----------
</TABLE>
                                        6

<PAGE>

Managed High Yield Fund Inc.

<TABLE>
<CAPTION>

  Principal
   Amount                                                    Maturity               Interest
    (000)                                                      Dates                  Rates               Value
  --------                                                    -------                -------            --------
<S>         <C>                                              <C>                      <C>              <C>
Corporate Bonds--(concluded)

Utilities--2.41%
  $ 1,000   Calpine Corporation ......................       02/01/04                  9.250%        $ 1,030,000
      998   Panda Funding Corporation ................       08/20/12                 11.625           1,047,852
                                                                                                     -----------
                                                                                                       2,077,852
                                                                                                     -----------
Total Corporate Bonds (cost--$78,255,028) ............                                                79,874,014
                                                                                                     -----------


Convertible Bonds--0.97%

Communications--0.18%
      215   GST Telecommunciations Incorporated ......       12/15/05                 13.875+            159,100
                                                                                                     -----------
General Industrial--0.79%
      750   Corporate Express Incorporated ...........       07/01/00                  4.500             676,875
                                                                                                     -----------
Total Convertible Bonds (cost--$802,466) .............                                                   835,975
                                                                                                     -----------

  Number of
   Shares
  --------
Common Stock(a)--1.77%

Communications--0.08%
    7,000   PageMart Nationwide Incorporated ..................................................           65,625
                                                                                                     -----------
Gaming--0.92%
   59,668   Casino America Incorporated .......................................................          134,253
  105,643   Colorado Gaming & Entertainment Company ...........................................          633,858
   10,000   Hollywood Casino Corporation ......................................................           29,375
                                                                                                     -----------
                                                                                                         797,486
                                                                                                     -----------
Media--0.03%
    2,256   Pegasus Communications Corporation ................................................           29,892
                                                                                                     -----------
Technology--0.74%
  122,676   Ampex Corporation .................................................................          636,382
                                                                                                     -----------
Total Common Stock (cost--$1,075,998) .........................................................        1,529,385
                                                                                                     -----------
Preferred Stock--1.92%

Cable--0.71%
    5,816   Cablevision Systems Corporation(a) ................................................          612,175
                                                                                                     -----------
Healthcare--1.21%
    1,000   Fresenius Medical Care Capital Trust ..............................................        1,045,000
                                                                                                     -----------
Total Preferred Stock (cost--$1,514,746) ......................................................        1,657,175
                                                                                                     -----------
</TABLE>

                                       7

<PAGE>

Managed High Yield Fund Inc.


<TABLE>
<CAPTION>
                                                                                                       Number of
  Warrants                                                                                                Value
  --------                                                                                              --------
<S>         <C>                                                                                         <C>     
Warrants(a)--1.29%

Communications--0.27%
    2,475   Clearnet Communications Incorporated ..............................................         $ 18,563
    1,000   Globalstar Telecommunications .....................................................           60,000
    6,900   Pagemart Wireless Incorporated ....................................................           69,000
    2,000   RSL Communications Limited ........................................................           85,000
                                                                                                     -----------
                                                                                                         232,563
                                                                                                     -----------
Consumer Manufacturing--0.58%
    2,000   AVI Holdings Incorporated .........................................................           10,000
    2,000   Chattem Incorporated ..............................................................          116,000
    3,000   Icon Health & Fitness Corporation .................................................          375,000
                                                                                                     -----------
                                                                                                         501,000
                                                                                                     -----------
Food & Beverage--0.15%
   50,000   Iowa Select Farms .................................................................          125,000
                                                                                                     -----------
Gaming--0.02%
   10,563   Casino America Incorporated .......................................................           19,013
                                                                                                     -----------
Media--0.23%
    2,000   Affiliated Newspaper Investments ..................................................          200,000
                                                                                                     -----------
Retail--0.00%
      270   Cookies USA Incorporated ..........................................................            2,700
                                                                                                     -----------
Technology--0.04%
      800   Electronic Retailing Systems International ........................................           32,000
    1,500   InterAct Systems Incorporated .....................................................            3,750
                                                                                                     -----------
                                                                                                          35,750
                                                                                                     -----------
Total Warrants (cost--$631,382) ...............................................................        1,116,026
                                                                                                     -----------

</TABLE>


<TABLE>
<CAPTION>

  Principal
   Amount                                                    Maturity               Interest
    (000)                                                      Date                   Rate
  --------                                                    -------                -------
     <S>    <C>                                               <C>                     <C>            <C>

Repurchase Agreement--0.59%
    $ 505   Repurchase Agreement dated 07/31/97 with
              State Street Bank and Trust Company,
              collateralized by $494,775 U.S. Treasury Notes,
              7.250% due 02/15/98; proceeds $505,070
              (cost--$505,000) .........................      08/01/97                5.000%             505,000
                                                                                                     -----------
Total Investments (cost--$82,784,620)--99.17% ..........                                              85,517,575
Other assets in excess of liabilities--0.83% ...........                                                 714,742
                                                                                                     -----------
Net Assets--100.00% ....................................                                             $86,232,317
                                                                                                     ===========
</TABLE>

- ---------------
#    Security  represents  a unit  which is  composed  of the  stated  bond with
     attached warrants or common stock. ++ Illiquid security  representing 0.00%
     of total investments.
(a)  Non-income producing securities.
+    Denotes a step-up bond or zero coupon bond that converts to the noted fixed
     rate at a designated future date.
**   Security exempt from registration  under Rule 144A of the Securities Act of
     1933.  These   securities  may  be  resold  in  transactions   exempt  from
     registration, normally to qualified institutional buyers.

                 See accompanying notes to financial statements

                                       8
<PAGE>

MANAGED HIGH YIELD FUND INC.

STATEMENT OF ASSETS AND LIABILITIES                               JULY 31, 1997



Assets:
Investments in securities, at value (cost--$82,784,620) ........   $ 85,517,575
Receivable for investments sold ................................        859,479
Interest receivable ............................................      1,510,941
Deferred organizational expenses ...............................         39,869
Other assets ...................................................          6,247
                                                                   ------------
Total assets ...................................................     87,934,111
                                                                   ------------

Liabilities:
Payable for investments purchased ..............................      1,495,913
Payable to investment adviser and administrator ................         65,192
Accrued expenses and other liabilities .........................        140,689
                                                                   ------------
Total liabilities ..............................................      1,701,794
                                                                   ------------

Net Assets:
Capital Stock--$0.001 par value; 100,000,000 shares authorized;
  6,031,667 shares issued and outstanding ......................     90,459,520
Undistributed net investment income ............................        170,004
Accumulated net realized losses from investment transactions ...     (7,130,162)
Net unrealized appreciation of investments .....................      2,732,955
                                                                   ------------
Net assets applicable to shares outstanding ....................   $ 86,232,317
                                                                   ============
Net asset value per share ......................................   $      14.30
                                                                   ============

                 See accompanying notes to financial statements


                                       9
<PAGE>

MANAGED HIGH YIELD FUND INC.

STATEMENT OF OPERATIONS                                           JULY 31, 1997



                                                                  For the Year
                                                                      Ended
                                                                  July 31, 1997
                                                                  -------------
Investment income:
Interest and dividends ...........................................   $ 8,860,739
                                                                     -----------
Expenses:
Investment advisory and administration ...........................       742,432
Reports and notices to shareholders ..............................       103,891
Legal and audit ..................................................       101,275
Custody and accounting ...........................................        48,329
Amortization of organizational expenses ..........................        30,620
Transfer agency and service fees .................................        28,942
Directors' fees ..................................................        12,250
Other expenses ...................................................        37,752
                                                                     -----------
                                                                       1,105,491
                                                                     -----------
Net investment income ............................................     7,755,248
                                                                     -----------
Realized and unrealized gains from investment activities:
Net realized gains from investment transactions ..................       897,493
Net change in unrealized appreciation/depreciation of investments      5,275,401
                                                                     -----------
Net realized and unrealized gains from investment activities .....     6,172,894
                                                                     -----------
Net increase in net assets resulting from operations .............   $13,928,142
                                                                     ===========

                 See accompanying notes to financial statements


                                       10
<PAGE>

MANAGED HIGH YIELD FUND INC.

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>

                                                                        For the Years Ended
                                                                             July 31,
                                                                     --------------------------
                                                                        1997            1996
                                                                     ----------      ----------
<S>                                                                 <C>             <C>         
From operations:                                         
Net investment income ...........................................   $  7,755,248    $  7,769,124
Net realized gains from investment transactions .................        897,493       1,035,278
Net change in unrealized appreciation/depreciation of investments      5,275,401      (2,049,902)
                                                                    ------------    ------------
Net increase in net assets resulting from operations ............     13,928,142       6,754,500
                                                                    ------------    ------------

Dividends to shareholders from:
Net investment income ...........................................     (7,599,901)     (7,931,642)
                                                                    ------------    ------------
Net increase (decrease) in net assets ...........................      6,328,241      (1,177,142)


Net assets:
BEGINNING OF YEAR ...............................................     79,904,076      81,081,218
                                                                    ------------    ------------
End of year (including undistributed net investment income
  of $170,004 at July 31, 1997) .................................   $ 86,232,317    $ 79,904,076
                                                                    ============    ============
</TABLE>

                 See accompanying notes to financial statements

                                       11

<PAGE>

NOTES TO FINANCIAL STATEMENTS

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

   Managed High Yield Fund Inc. (the "Fund") was incorporated in Maryland on
June 11, 1993 and is registered with the Securities and Exchange Commission as a
closed-end, diversified management investment company. Organizational costs have
been deferred and are being amortized on the straight line method over a period
not to exceed 60 months from the date the Fund commenced operations.
   The preparation of financial statements in accordance with generally accepted
accounting principles requires Fund management to make estimates and assumptions
that affect the reported amounts and disclosures in the financial statements.
Actual results could differ from those estimates. The following is a summary of
significant accounting policies:

   VALUATION OF INVESTMENTS--Where market quotations are readily available,
portfolio securities are valued thereon, provided such quotations adequately
reflect the fair value of the securities, in the judgment of Mitchell Hutchins
Asset Management Inc. ("Mitchell Hutchins"), a wholly-owned subsidiary of
PaineWebber Incorporated ("PaineWebber") and investment adviser and
administrator of the Fund. When market quotations are not readily available,
securities are valued based upon appraisals derived from information concerning
those securities or similar securities received from recognized dealers in those
securities. All other securities are valued at fair value as determined in good
faith by a management committee under the direction of the Fund's board of
directors. The amortized cost method of valuation, which approximates market
value, generally is used to value short-term debt instruments with sixty days or
less remaining to maturity, unless the Fund's board of directors determines that
this does not represent fair value.

   REPURCHASE AGREEMENTS--The Fund's custodian takes possession of the
collateral pledged for investments in repurchase agreements. The underlying
collateral is valued daily on a mark-to-market basis 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 has the right to
liquidate the collateral and apply the proceeds in satisfaction of the
obligation. 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. The Fund occasionally
participates in joint repurchase agreement transactions with other funds managed
by Mitchell Hutchins.

   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.

   DIVIDENDS AND DISTRIBUTIONS--Dividends and distributions to stockholders are
recorded on the ex-dividend date. Dividends from net investment income and
distributions from the net realized capital gains are determined in accordance
with federal income tax regulations which may differ from generally accepted
accounting principles. 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 developments, including those
particular to a specific industry, country or region.

                                       12
<PAGE>

NOTES TO FINANCIAL STATEMENTS

INVESTMENT ADVISER AND ADMINISTRATOR

   The Fund's board of directors has approved an Investment Advisory and
Administration Contract ("Advisory Contract") with Mitchell Hutchins, under
which Mitchell Hutchins serves as investment adviser and administrator of the
Fund. In accordance with the Advisory Contract, Mitchell Hutchins receives
compensation from the Fund, computed weekly and paid monthly, at the annual rate
of 0.90% of the Fund's average weekly net assets. 

INVESTMENTS IN SECURITIES
   For federal income tax purposes, the cost of securities owned at July 31,
1997 was substantially the same as the cost of securities for financial
statement purposes.

   At July 31, 1997, the components of net unrealized appreciation of
investments were as follows:

Gross appreciation (investments having an excess of value 
  over cost) .....................................................  $6,599,178
Gross depreciation (investments having an excess of cost 
  over value) ....................................................  (3,866,223)
                                                                    ----------
Net unrealized appreciation of investments .......................  $2,732,955
                                                                    ==========

   For the year ended July 31, 1997, aggregate purchases and sales of portfolio
securities, excluding short-term securities, were $98,645,735 and $100,703,020,
respectively.

CAPITAL STOCK

   There are 100,000,000 shares of $0.001 par value common stock authorized. Of
the 6,031,667 shares of common stock outstanding, 7,926 shares are owned by
Mitchell Hutchins.

FEDERAL TAX STATUS

   The Fund intends to distribute all of its taxable 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. In addition, by distributing during each calendar year substantially
all of its net investment income, capital gains and certain other amounts, if
any, the Fund intends not to be subject to a federal excise tax.

   At July 31, 1997, the Fund had a net capital loss carryforward of $7,130,162.
The loss carryforward is available as a reduction, to the extent provided in the
regulations, of future net realized capital gains, and will expire between July
31, 2003 and by July 31, 2005. To the extent such losses are used to offset
future capital gains, it is probable that the gains so offset will not be
distributed.

                                       13


<PAGE>

MANAGED HIGH YIELD FUND INC.

FINANCIAL HIGHLIGHTS
Selected data for a share of common stock outstanding throughout each period is
presented below:

<TABLE>
<CAPTION>

                                                                                            
                                                             For the Years Ended July 31,        For the Period
                                                          ----------------------------------    December 7, 1993+
                                                             1997        1996        1995     through July 31, 1994
                                                             ----        ----        ----     ---------------------
<S>                                                         <C>         <C>        <C>               <C>   
Net asset value, beginning of period ...................    $13.25      $13.44     $13.76            $15.00
                                                            ------      ------     ------            ------
Net investment income ..................................      1.29        1.29       1.40              0.77
Net realized and unrealized gains (losses) from
  investments and foreign currency transactions ........      1.02       (0.16)     (0.34)            (1.25)
                                                            ------      ------     ------            ------
Net increase (decrease) from investment operations .....      2.31        1.13       1.06             (0.48)
                                                            ------      ------     ------            ------
Dividends from net investment income ...................     (1.26)      (1.32)     (1.38)            (0.76)
                                                            ------      ------     ------            ------
Net asset value, end of period .........................    $14.30      $13.25     $13.44            $13.76
                                                            ======      ======     ======            ======
Per share market value, end of period ..................    $13.94      $12.50     $12.38            $12.38
                                                            ======      ======     ======            ======
Total investment return:
On net asset value(1) ..................................     18.26%       8.83%      9.27%            (3.00)%
                                                             ======      ======     ======            ======
On market value(2) .....................................     22.59%      12.16%     11.87%           (12.76)%
                                                            ======      ======     ======            ======
Ratios/Supplemental Data:
Net assets, end of period (000's omitted) ..............   $86,232     $79,904    $81,081           $82,995
Expenses to average net assets .........................      1.34%       1.25%      1.21%             1.17%*
Net investment income to average net assets ............      9.39%       9.87%     10.68%             8.27%*
Portfolio turnover rate ................................       122%        135%       103%               85%
</TABLE>
- ----------------
 +   Commencement of operations
 *   Annualized
(1)  Total  investment  return  on net  asset  value is  calculated  assuming  a
     purchase  of  stock at net  asset  value on the  first  day of each  period
     reported  and a sale at net  asset  value on the  last  day of each  period
     reported and assuming  reinvestment  of dividends at prices  obtained under
     the Fund's Dividend Reinvestment Plan (the "Plan"). Total investment return
     on net asset  value has not been  annualized  for  periods of less than one
     year. Total investment return does not reflect brokerage commissions.
(2)  Total investment  return on market value is calculated  assuming a purchase
     of stock at market  value on the first day of each  period  reported  and a
     sale at market  value on the last day of each period  reported and assuming
     reinvestment  of  dividends  at  prices  obtained  under  the  Plan.  Total
     investment  return on market  value has not been  annualized  for period of
     less than one year.  Total  investment  return does not  reflect  brokerage
     commissions.

                                       14

<PAGE>

MANAGED HIGH YIELD FUND INC.

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Managed High Yield Fund Inc.

   We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments, of Managed High Yield Fund Inc. (the
"Fund") as of July 31, 1997, and the related statement of operations 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
periods indicated therein. 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 generally accepted auditing
standards. 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. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights. Our procedures included confirmation of
investments owned as of July 31, 1997 by correspondence with the custodian. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

   In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material aspects, the financial position of Managed
High Yield Fund Inc. at July 31, 1997, the results of its operations 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 indicated
periods in conformity with generally accepted accounting principles.



                                                     /S/ Ernst & Young LLP

New York, New York
September 19, 1997

                                       15
<PAGE>

MANAGED HIGH YIELD FUND INC.

TAX INFORMATION

   We are required by subchapter M of the Internal Revenue Code of 1986, as
amended, to advise you within 60 days of the Fund's fiscal year end (July 31,
1997) as to the federal tax status of distributions received by stockholders
during such fiscal year. Accordingly, we are advising you that the distributions
paid during the fiscal year were derived from net investment income and are
taxable as ordinary income.

   Dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not
be reported as taxable income. Some retirement trusts (e.g., corporate, Keogh
and 403(b)(7) plans) may need this information for their annual information
reporting.

   Because the Fund's fiscal year is not the calendar year, another notification
will be sent in respect to calendar year 1997. The second notification, which
will reflect the amount to be used by calendar year taxpayers on their federal
income tax returns, will be made in conjunction with Form 1099 DIV and will be
mailed in January 1998. Stockholders are advised to consult their own tax
advisers with respect to the tax consequences of their investment in the Fund.

                                       16
<PAGE>

MANAGED HIGH YIELD FUND INC.

GENERAL INFORMATION

THE FUND

   Managed  High  Yield Fund Inc.  (the  "Fund")  is a  diversified,  closed-end
management investment company whose shares trade on the New York Stock Exchange,
Inc. ("NYSE").  The investment  objective of the Fund is to achieve a high level
of current  income  consistent  with the  preservation  of  capital.  The Fund's
investment adviser and administrator is Mitchell Hutchins Asset Management Inc.,
a wholly owned subsidiary of PaineWebber Incorporated ("PaineWebber"), which has
over $46 billion in assets under management as of August 31, 1997.

STOCKHOLDER INFORMATION

   The NYSE  ticker  symbol for the  Managed  High  Yield Fund is "PHT."  Weekly
comparative  net asset  value and  market  price  information  about the Fund is
published  each Monday in THE WALL STREET  JOURNAL,  each Sunday in THE NEW YORK
TIMES and each week in BARRON'S, as well as in numerous other newspapers.

DISTRIBUTION POLICY

   The Fund's board of directors has established a Dividend Reinvestment Plan
(the "Plan") under which all common stockholders whose shares are registered in
their own names, or in the name of PaineWebber or its nominee, will have all
dividends and other distributions on their shares of common stock automatically
reinvested in additional shares of common stock, unless such stockholders elect
to receive cash. Common stockholders 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. Additional shares of common
stock acquired under the Plan will be purchased in the open market, on the NYSE,
at prices that may be higher or lower than the net asset value per share of the
common stock at the time of the purchase. The Fund will not issue any new shares
of common stock in connection with the Plan.


                                       17
<PAGE>


                 (This page has been left blank intentionally)

<PAGE>

MANAGED HIGH YIELD FUND INC.

DIRECTORS
E. Garrett Bewkes, Jr.          Mary C. Farrell
CHAIRMAN                        Meyer Feldberg
Margo N. Alexander              George W. Gowen
Richard Q. Armstrong            Frederic V. Malek
Richard R. Burt                 Carl W. Schafer

PRINCIPAL OFFICERS
Margo N. Alexander              Paul H. Schubert
PRESIDENT                       VICE PRESIDENT AND TREASURER
Victoria E. Schonfeld           Thomas J. Libassi
VICE PRESIDENT                  VICE PRESIDENT
Dianne E. O'Donnell             Dennis L. McCauley
VICE PRESIDENT AND SECRETARY    VICE PRESIDENT

INVESTMENT ADVISER
AND ADMINISTRATOR
Mitchell Hutchins Asset Management Inc.
1285 Avenue of the Americas
New York, New York 10019


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. THIS REPORT IS SENT TO THE
SHAREHOLDERS OF THE FUND FOR THEIR INFORMATION. IT IS NOT A PROSPECTUS, CIRCULAR
OR REPRESENTATION INTENDED FOR THE USE IN THE PURCHASE OR SALE OF SHARES OF THE
FUND OR OF ANY SECURITIES MENTIONED IN THIS REPORT.

<PAGE>

PaineWebber
(c)1997 PaineWebber Incorporated
Member SIPC


July 31, 1997

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

MANAGED HIGH

YIELD FUND INC.


ANNUAL REPORT



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