Edgar Filing: INSURED MUNICIPAL INCOME FUND INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

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

GLOBAL HIGH INCOME DOLLAR FUND INC.
INSURED MUNICIPAL INCOME FUND INC.
INVESTMENT GRADE MUNICIPAL INCOME FUND INC.
MANAGED HIGH YIELD PLUS FUND INC.
STRATEGIC GLOBAL INCOME FUND, INC.
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(Name of Registrant as Specified In Its Charter)

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(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:

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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/ / 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.

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GLOBAL HIGH INCOME DOLLAR FUND INC.
INSURED MUNICIPAL INCOME FUND INC.
INVESTMENT GRADE MUNICIPAL INCOME FUND INC.
MANAGED HIGH YIELD PLUS FUND INC.
STRATEGIC GLOBAL INCOME FUND, INC.

51 West 52nd Street
New York, New York 10019-6114

December 15, 2005

Dear Shareholder:

Enclosed is a joint proxy statement ("proxy statement") asking you to vote
in favor of a proposal for the election of directors ("Board Members"), for your
Fund. Annual meetings are being held for the shareholders of Global High Income
Dollar Fund Inc., Investment Grade Municipal Income Fund Inc. and Strategic
Global Income Fund, Inc. Special meetings are being held for the shareholders of
Insured Municipal Income Fund Inc. and Managed High Yield Plus Fund Inc. In each
case, the meetings will be held on February 3, 2006 (the "Meetings") to consider
this proposal and to transact any other business that may properly come before
the Meetings. (The designation of a meeting as "annual" or "special" is linked
to when a Fund would normally hold a shareholder meeting during a year.
Shareholders are being asked to elect Board Members regardless of whether it is
being called an "annual" or a "special" meeting.)

In the past, when we have solicited proxies for your Fund, we may have
enclosed a proxy statement directed solely to the shareholders of your Fund.
This time, however, shareholders of several Funds are being asked to approve the
same proposal with respect to the election of Board Members, and most of the
information that must be included in a proxy statement for your Fund needs to be
included in a proxy statement for the other Funds as well. Therefore, in order
to save your Fund money and to promote efficiency, one joint proxy statement has
been prepared for all of these Funds. This may also save time for investors
owning shares of more than one Fund.

This proxy statement contains detailed information about the proposal, and
we recommend that you read it carefully. We have also attached a "Questions and
Answers" section that we hope will assist you in evaluating the proposal.

Thank you for your attention to this matter.

Sincerely,

/s/ W. Douglas Beck

W. Douglas Beck
President of Each Fund

Proxy cards for each of your Funds are enclosed along with
the proxy statement. Please vote your shares today by
signing and returning the enclosed proxy card(s) in the
postage prepaid envelope provided. The Board of each of your
Funds recommends that you vote "FOR" each proposal.

QUESTIONS AND ANSWERS

Q:................................................ WHAT IS THE PURPOSE OF THIS PROXY SOLICITATION?

A:................................................ The purpose of this proxy solicitation is to ask
you to vote on the election of seven members of
the Board of Directors (the "Boards") of Global
High Income Dollar Fund Inc., Insured Municipal
Income Fund Inc., Investment Grade Municipal
Income Fund Inc., Managed High Yield Plus Fund
Inc. and Strategic Global Income Fund, Inc. (each,
a "Fund" and together the "Funds"), whose terms
will be effective beginning February 3, 2006 or,
in the event of postponement or an adjournment or
adjournments of the meetings of shareholders (the
"Meetings"), such later date as shareholder
approval is obtained.

I................................................. BOARD PROPOSAL

Q:................................................ WHY AM I BEING ASKED TO VOTE FOR BOARD MEMBERS?

A:................................................ Over the course of the past several years, several
members of each Fund's Board (each, a "Board
Member") have ceased to serve as Board Members due
to retirement, resignation, or death. Each Board
currently has six Board Members, only four of whom
are standing for re-election. Each Board is
currently proposing for election seven nominees,
six of whom would be "Non-Interested Board
Members." ("Non-Interested Board Members" are
those Board Members who are not "interested
persons" of the Funds, as that term is defined in
the Investment Company Act of 1940, the primary
Federal statute regulating funds.)

Also, each Fund is listed on the New York Stock
Exchange, Inc. ("NYSE"). The NYSE requires each
Fund to hold an annual meeting each year for the
election of Board Members. For three of the Funds,
the Meeting will also serve as the "annual"
meeting, avoiding the expense of having two sets
of shareholder meetings in 2006. For the remaining
two Funds, the Meeting will be a "special"
meeting, and those Funds will need to hold
"annual" meetings at their usual time later this
year to vote on Board Members again because of the
timing of their fiscal year ends.

Q:................................................ HOW WERE THE NOMINEES CHOSEN?

A:................................................ Each Fund's Nominating and Corporate Governance
Committee is responsible for reviewing and making
recommendations to the Board with respect to the
composition of the Board. Recognizing that two
current Board Members will retire from the Board
in 2006 pursuant to the Board's current mandatory
retirement age policy, the Nominating and
Corporate Governance Committee recommended the
election of three new Board Members. (Only one of
the current Board Members who will retire in 2006
is standing for re-election.) The Boards
considered the long-term welfare of the Funds and
determined that expanding the size of the Boards
would enhance the Boards' supervisory capabilities
over the Funds. Each Nominating and Corporate
Governance Committee then reviewed with the Board
the requisite skills and criteria for new Board
Members, and, in consultation with legal counsel
for the Non-Interested Board Members, conducted a
search for candidates for Board membership. Each
Nominating and Corporate Governance Committee
selected and recommended, and each Fund's Board
approved, the nominees to stand for election.

Q:................................................ IF THE BOARD PROPOSAL IS APPROVED BY SHAREHOLDERS,
HOW MANY BOARD MEMBERS WILL SIT ON THE BOARD?

A:................................................ If all nominees are elected, each Fund's Board
will consist initially of seven Board Members.
Four of these individuals currently serve as Board
Members; three will be new to each Fund's Board.
During 2006, one of the seven proposed Board
Members is expected to retire, reducing the number
of elected Board Members to six. (Two of the
current board members are not standing for
re-election.)

Q................................................. WILL THE PROPOSALS BEING VOTED UPON INCREASE
ADVISORY FEES?

A................................................. No. The advisory and administrative fees charged
to each Fund are not being voted upon.
Shareholders are being asked to elect Board
Members, not change advisory contracts or fees.

Q................................................. WILL THE PROPOSED CHANGES RESULT IN HIGHER FUND
EXPENSES?
A................................................. Each Fund's expenses will increase by a relatively
immaterial amount. Each Non-Interested Board
Member receives compensation from the funds he or
she oversees in the form of an annual retainer and
a fee for each Board or Board Committee meeting
actually attended. The Chairman of the Board and
the Chairperson of each of the Audit Committee and
the Nominating and Corporate Governance Committee
each receive an additional annual retainer fee
associated with his or her position. These fees
are allocated among all UBS funds overseen by the
Board Member, including the Funds.

Each Fund's Board currently has four
Non-Interested Board Members. If all the nominees
are elected, each Fund's Board will initially
consist of seven Board Members, six of whom will
be Non-Interested Board Members. Accordingly, the
cost to each Fund of Non-Interested Board Member
compensation will increase if all nominees are
elected. The amount of this increase to an
individual Fund is expected to be relatively
immaterial.
II................................................ GENERAL QUESTIONS
Q:................................................ WHAT ARE THE BOARDS' RECOMMENDATIONS?
A:................................................ Each Fund's Board recommends that all shareholders
vote "FOR" the nominees for the Board.
Q:................................................ HOW CAN I VOTE?
A:................................................ You can vote:
- By mail, with the enclosed proxy card; or
- In person at the Meeting.
Whichever method you choose, please take the time
to read the proxy statement before you vote.
Q:................................................ I PLAN TO VOTE BY MAIL. HOW SHOULD I SIGN MY PROXY
CARD?
A:................................................ Please see the instructions at the end of the
Notice of the Annual and Special Meetings of
Shareholders, which is attached.
Q:................................................ WHY AM I RECEIVING PROXY INFORMATION FOR FUNDS
THAT I DO NOT OWN?
A:................................................ Since shareholders of each of these Funds are
being asked to approve a proposal for the election
of Board Members, most of the information that
must be included in a proxy statement for your
Fund needs to be included in a proxy statement for
the other Funds as well. Therefore, in order to
save money and to promote efficiency, one proxy
statement has been prepared for all of the Funds.
This may also save you time if you own shares of
more than one Fund.

THE ATTACHED PROXY STATEMENT CONTAINS MORE DETAILED INFORMATION ABOUT
THE PROPOSAL. PLEASE READ IT CAREFULLY.

(This page has been left blank intentionally.)

NOTICE OF ANNUAL AND SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 3, 2006
----------------

TO THE SHAREHOLDERS:

Annual meetings of shareholders of Investment Grade Municipal Income Fund
Inc., Global High Income Dollar Fund Inc., and Strategic Global Income
Fund, Inc. and special meetings of shareholders of Insured Municipal Income Fund
Inc. and Managed High Yield Plus Fund Inc. (together, the "Funds") will be held
at 51 West 52nd Street, on the 16th Floor of the CBS Building, New York, New
York 10019-6028, on February 3, 2006, at the times listed below, for the
following purposes:

MATTER TO BE VOTED UPON BY SHAREHOLDERS OF EACH FUND OTHER THAN INSURED MUNICIPAL INCOME FUND INC. AND
INVESTMENT GRADE MUNICIPAL INCOME FUND INC.:

To elect seven (7) members of the Fund's Board of Directors (each, a "Board Member" and, collectively,
the "Board"), to serve until the next annual meeting of shareholders or until their successors are
elected and qualified or until they retire, resign or are otherwise removed; whose terms will be
effective beginning February 3, 2006 or, in the event of a postponement or an adjournment or
adjournments of the meetingof shareholders, such later date as shareholder approval is obtained.

MATTERS TO BE VOTED UPON ONLY BY SHAREHOLDERS OF EACH OF INSURED MUNICIPAL INCOME FUND INC. AND
INVESTMENT GRADE MUNICIPAL INCOME FUND INC.:

(1) For all shareholders, to elect five (5) Board Members to serve until the next annual meeting of
shareholders or until their successors are elected and qualified or until they retire, resign or
are otherwise removed; whose terms will be effective beginning February 3, 2006 or, in the event
of a postponement or an adjournment or adjournments of the meeting of shareholders, such later
date as shareholder approval is obtained;

(2) For all shareholders of auction preferred shares, to elect two (2) Board Members to serve until
the next annual meeting of shareholders or until their successors are elected and qualified or
until they retire, resign or are otherwise removed, whose terms will be effective beginning
February 3, 2006 or, in the event of a postponement or an adjournment or adjournments of the
meeting of shareholders, such later date as shareholder approval is obtained.

MATTERS TO BE VOTED UPON BY ALL SHAREHOLDERS OF EACH FUND:

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

You are entitled to vote at the meetings, and at any postponements or
adjournments thereof, of each Fund in which you owned shares at the close of
business on November 23, 2005. Please execute and return promptly in the
enclosed envelope the accompanying proxy card(s) for the Fund(s) you own, which
is being solicited by the Boards. Returning your proxy promptly is important to
ensure a quorum at the meeting and to save the expense of further mailings. You
may revoke your proxy at any time before it is exercised by (i) the subsequent
execution and submission of a revised proxy, (ii) giving a written notice of
revocation to the Fund/Funds, or (iii) voting in person at the meeting(s).

FUND TIME OF MEETING
---- ---------------

Global High Income Dollar Fund Inc................ 2:30
Insured Municipal Income Fund Inc................. 3:00
Investment Grade Municipal Income Fund Inc........ 3:30
Managed High Yield Plus Fund Inc.................. 4:00
Strategic Global Income Fund, Inc................. 4:30

This notice and related proxy material are first being mailed to
shareholders of the Funds on or about December 19, 2005.

By Order of Each Fund's Board,

Mark F. Kemper
VICE PRESIDENT AND SECRETARY OF EACH FUND

DECEMBER 15, 2005
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6114

YOUR VOTE IS IMPORTANT

NO MATTER HOW MANY SHARES YOU OWN

PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD(S), DATE
AND SIGN IT, AND RETURN IT IN THE POSTAGE PAID ENVELOPE PROVIDED. IF YOU SIGN,
DATE AND RETURN THE PROXY CARD(S), BUT GIVE NO VOTING INSTRUCTIONS, YOUR
SHARES WILL BE VOTED "FOR" THE NOMINEES FOR DIRECTOR FOR WHICH YOU ARE
ENTITLED TO CAST A VOTE NAMED IN THE ATTACHED PROXY STATEMENT AND, IN THE
PROXIES' DISCRETION, EITHER "FOR" OR "AGAINST" ANY OTHER BUSINESS THAT MAY
PROPERLY ARISE AT THE MEETING(S). IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO
A FUND OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING IN YOUR
PROXY CARD PROMPTLY.

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general guidelines for signing proxy cards may be of
assistance to you and will help avoid the time and expense to the Fund involved
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:

Registration Valid Signature
------------ ---------------

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 12/18/98......... 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

GLOBAL HIGH INCOME DOLLAR FUND INC.
INSURED MUNICIPAL INCOME FUND INC.
INVESTMENT GRADE MUNICIPAL INCOME FUND INC.
MANAGED HIGH YIELD PLUS FUND INC.
STRATEGIC GLOBAL INCOME FUND, INC.

51 West 52nd Street
New York, New York 10019-6114
----------------

PROXY STATEMENT
ANNUAL AND SPECIAL MEETINGS OF SHAREHOLDERS TO BE HELD ON FEBRUARY 3, 2006
----------------

This joint proxy statement ("Proxy Statement") is being furnished to
shareholders of the above-listed companies ("Funds") in connection with the
solicitation by their respective Board of Directors of proxies to be used at
annual (in the case of Investment Grade Municipal Income Fund Inc., Global High
Income Dollar Fund Inc. and Strategic Global Income Fund, Inc.) and special (in
the case of Insured Municipal Income Fund Inc. and Managed High Yield Plus Fund
Inc.) meetings of shareholders to be held on February 3, 2006 at the times
listed in Appendix A, at 51 West 52nd Street, on the 16th Floor of the CBS
Building, New York, New York 10019-6028, or at any postponement, adjournment or
adjournments thereof ("Meetings"). This Proxy Statement will first be mailed to
Shareholders on or about December 19, 2005.

Each Fund is a closed-end investment company ("Closed-End Fund") registered
under the Investment Company Act of 1940, as amended ("1940 Act"), and is
organized as a Maryland corporation. Each Fund's shares of common or auction
preferred stock are referred to as "Shares," and the holders of the Shares as
"Shareholders"; each Fund's board of directors is referred to as a "Board" and
directors are referred to as "Board Members"; and each Fund's articles of
incorporation is referred to as its "Charter." A listing of the shorthand names
that are used in this Proxy Statement to refer to each Fund is set forth in
Exhibit C.

The Meetings are being held to consider and vote on the following matters,
as indicated below and described more fully herein:

MATTER TO BE VOTED UPON BY SHAREHOLDERS OF EACH FUND OTHER THAN INSURED MUNICIPAL INCOME FUND INC. AND
INVESTMENT GRADE MUNICIPAL INCOME FUND INC.:

To elect seven (7) Board Members to serve until the next annual meeting of shareholders or until their
successors are elected and qualified or until they retire, resign or are otherwise removed; whose
terms will be effective beginning February 3, 2006 or, in the event of a postponement or an
adjournment or adjournments of the meeting of shareholders, such later date as shareholder approval is
obtained.

MATTERS TO BE VOTED UPON ONLY BY SHAREHOLDERS OF EACH OF INSURED MUNICIPAL INCOME FUND INC. AND
INVESTMENT GRADE MUNICIPAL INCOME FUND INC.:

MATTERS TO BE VOTED UPON BY ALL SHAREHOLDERS OF EACH FUND:

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

UBS Global Asset Management (US) Inc. ("UBS Global AM") serves as investment
advisor and administrator to each Fund.

The principal business office and address of UBS Global AM is 51 West 52nd
Street, New York, New York 10019-6114. UBS Global AM is an indirect wholly-owned
subsidiary of UBS AG. UBS AG is an internationally diversified organization with
headquarters in Zurich and Basel, Switzerland. UBS AG operates in many areas of
the financial services industry. The principal business address of UBS AG is
Bahnhofstrasse 45, Zurich, Switzerland.

VOTING INFORMATION

Shareholders of record of a Fund at the close of business on November 23,
2005 (the "Record Date") are entitled to notice of, and to vote at, the Meeting
for that Fund. The number of Shares of each class of each Fund that were issued
and outstanding as of the Record Date is set forth in Exhibit B to this Proxy
Statement.

QUORUM. For each Fund, the presence, in person or by proxy, of a majority
of Shares of the Fund outstanding and entitled to vote on the Record Date will
constitute a quorum for the transaction of business at its Meeting.

REQUIRED VOTE. Board Members, including those who are not "interested
persons" of a Fund as that term is defined by the Investment Act of 1940, as
amended ("1940 Act") (each, an "Independent Board Member"), shall be elected by
the affirmative vote of the holders of a plurality of the shares of that Fund
cast in person or by proxy and entitled to vote thereon, provided a quorum is
present. Proxies cannot be voted for a greater number of persons than the number
of nominees named.

In the event that a quorum is not present at the Meeting for a Fund
(including, with respect to Insured Municipal and Investment Grade Municipal, a
quorum of the Fund's auction preferred shares ("APS") with respect to the
election of the two Board Members to be elected solely by the APS), or if a
quorum is present at the Meeting but sufficient votes to approve a Proposal for
a Fund are not received, the persons named as proxies may propose one or more
adjournments of the Meeting for the affected Fund to permit further solicitation
of proxies. Any adjournment will require the affirmative vote of a majority of
those shares represented at the Meeting, whether in person or by proxy. The
persons named as proxies will vote those proxies which they are entitled to vote
"FOR" any proposal in favor of the adjournment, and will vote those proxies
marked "WITHHOLD" with respect to any 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.

Brokers who hold shares in "street name" for customers have discretionary
authority to vote on "routine" proposals, such as the election of Board Members,

when they have not received instructions from the beneficial owners of those
shares. 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 the broker does not have discretionary
voting authority. Abstentions and broker non-votes, if any, 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 will have no effect on a Proposal to elect
Board Members, for which the required vote is a plurality of the votes cast, but
effectively will be a vote against adjournment.

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. With respect to each Fund other than Insured Municipal and Investment
Grade Municipal, if you give no voting instructions, your Shares will be voted
FOR the nominees named herein for the Board and, in the proxies' discretion,
either FOR or AGAINST any other business that may properly arise at the Meeting
(E.G., adjourning the Meeting). With respect to Insured Municipal and Investment
Grade Municipal: (1) with respect to the holders of the APS, if you give no
voting instructions, your shares will be voted FOR the seven nominees named
herein for the Board and, in the proxies' discretion, either FOR or AGAINST any
other business that may properly arise at the Meeting; and (2) with respect to
the holders of the Fund's common stock, if you give no voting instructions, your
shares will be voted FOR the five nominees named herein for the Board for which
the holders of the common stock are entitled to vote and, in the proxies'
discretion, either FOR or AGAINST any other business that may properly arise at
the Meeting. If any nominee for the Board should withdraw or otherwise become
unavailable for election, your Shares will be voted in favor of such other
nominee or nominees as the Board Members who are not Independent Board Members
may recommend.

Any person giving a proxy has the power to revoke it at any time prior to
its exercise by executing a superseding proxy or by submitting a written notice
of revocation to the Fund's Secretary (the "Secretary") care of UBS Global AM at
51 West 52nd Street, New York, New York 10019-6114. To be effective, such
revocation must be received by the Secretary prior to the Meeting and must
indicate your name and account number. In addition, although mere attendance at
the Meeting will not revoke a proxy, a Shareholder present at the Meeting may
withdraw his or her proxy by voting in person.

Management does not know of any person who owned 5% or more of the Shares of
any Fund as of November 23, 2005. To the knowledge of each Fund's Management,
the Executive Officers and the Board Members, as a group,

owned less than 1% of the outstanding shares of each Fund as of November 23,
2005.

COPIES OF EACH FUND'S MOST RECENT ANNUAL AND SEMIANNUAL REPORTS, INCLUDING
FINANCIAL STATEMENTS, HAVE PREVIOUSLY BEEN MAILED TO SHAREHOLDERS. SHAREHOLDERS
MAY REQUEST ADDITIONAL COPIES OF A FUND'S ANNUAL AND SEMIANNUAL REPORTS BY,
WITHOUT CHARGE, WRITING THE FUND C/O UBS GLOBAL AM AT 51 WEST 52ND STREET, NEW
YORK, NEW YORK 10019-6114, OR BY CALLING TOLL FREE 1-800-793-8637.

With respect to each Fund other than Insured Municipal and Investment Grade
Municipal, each full Share outstanding is entitled to one vote and each
fractional Share outstanding (for those Funds that issue fractional Shares) is
entitled to a proportionate share of one vote with respect to each matter to be
voted upon by the Shareholders. With respect to Insured Municipal and Investment
Grade Municipal, and except as otherwise indicated herein, all of the
outstanding shares of a Fund's common stock and APS will vote together as a
single class. Each full share of the common stock or APS of Insured Municipal
and Investment Grade Municipal is entitled to one vote, and each fractional
share of each Fund's common stock or APS is entitled to a proportionate share of
one vote. However, as described below, the holders of the APS, voting as a
separate class, are entitled to elect two of their Fund's Board Members.

PROPOSALS FOR THE ELECTION OF BOARD MEMBERS

DISCUSSION. The Proposals relate to the election of Board Members for each
Fund. Each Fund proposes the election of the seven nominees named in the table
below to comprise its Board. If elected, the terms of the seven nominees will
begin effective February 3, 2006 or, in the event of a postponement or an
adjournment or adjournments of the Meetings, such later date as Shareholder
approval for a particular Fund is obtained (the "Effective Date"); until that
time, the current Board will continue its term. Each nominee has indicated a
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, or until he or she retires, resigns or is otherwise removed.
Mrs. Margo Alexander and Mr. William D. White, current members of each Board,
are not standing for re-election and will cease to be Board Members on the
Effective Date if the Proposal is approved by the Shareholders of a Fund. NOTE
THAT ONE OF THE NOMINEES, MR. DAVID J. BEAUBIEN, WHO IS CURRENTLY A MEMBER OF
EACH FUND'S BOARD, WILL REACH RETIREMENT AGE LATER IN 2006. ACCORDINGLY, IF THE
NOMINEES ARE ELECTED, ONLY SIX OF THE SEVEN NOMINEES MAY BE ON A BOARD BY THE
END OF 2006.

Over the course of the past several years, several members of each Fund's
Board (each, a "Board Member") have ceased to serve as Board Members due to
retirement, resignation, or death. Each Board currently has six Board Members,

only four of whom are standing for re-election. Each Board is seeking to expand
in size and is currently proposing for election seven nominees, six of whom
would be Non-Interested Board Members.

Each Fund's Nominating and Corporate Governance Committee, which is
responsible for reviewing and making recommendations to the Board with respect
to the composition of the Board, recommended the election of new Board Members.
The Boards considered the long-term welfare of the Funds and determined that the
election of new Board Members would enhance the Boards' supervisory capabilities
over the Funds. Each Nominating and Corporate Governance Committee, in
consultation with legal counsel for the Non-Interested Board Members and
Professor Feldberg, then reviewed with the Board the requisite skills and
background possessed by the proposed new Board Members. In particular, the
Nominating and Corporate Governance Committees noted that the new nominees have
extensive investment industry and government experience, including accounting
and auditing responsibilities at a high level and investment management
oversight roles. Each Nominating and Corporate Governance Committee also noted
that the addition of the new Board Members, in light of the impending retirement
of incumbent Board Members, will help assure continuity of oversight of
management operations and compliance by each Fund's Board. Each Nominating and
Corporate Governance Committee selected and recommended, and each Fund's Board
approved, the nominees to stand for election.

Each Fund, other than Insured Municipal and Investment Grade Municipal,
proposes the election by all of its shareholders of the seven nominees named in
the table below to comprise its Board. Insured Municipal and Investment Grade
Municipal each also propose the election of the seven nominees named in the
table below to comprise its Board. In the case of each of Insured Municipal and
Investment Grade Municipal, holders of the outstanding APS, voting as a separate
class, are entitled to elect two of the Fund's Board Members. Meyer Feldberg and
Richard R. Burt have been nominated as the Board Members that are to be elected
solely by holders of the APS of Insured Municipal and Investment Grade
Municipal. The other five Board Members will be elected by holders of the
outstanding common stock and APS, voting together as a single class. Richard Q.
Armstrong, David J. Beaubien, Alan S. Bernikow, Bernard H. Garil and Heather
Richardson Higgins have been nominated as the Board Members that are to be
elected by all common stock and APS holders of Insured Municipal and Investment
Grade Municipal. (The election of two Board Members solely by the holders of APS
is required by those Funds' Charters.)

Mr. Alan S. Bernikow, Mr. Bernard H. Garil and Ms. Heather Richardson
Higgins were each nominated by each Fund's Nominating and Corporate Governance
Committee and then by the Board, along with the nominees who

are existing Board Members, at a meeting held on July 20, 2005.
Messrs. Armstrong, Beaubien, Burt and Feldberg were last elected Board Members
at a Fund's 2005 Annual Meeting of Shareholders.

Each Board believes that a Fund will benefit from the diversity and
experience of the nominees that would comprise the expanded Board. The nominees
have had distinguished careers in government, finance and other areas and will
bring a wide range of expertise to the Board. Six of the seven nominees, if
elected, would be Non-Interested Board Members. Non-Interested Board Members are
charged with special responsibilities to provide an independent check on
Management and to review advisory and certain other agreements between each Fund
and management. They also constitute the members of each Board's Audit
Committee. (The seventh nominee, Professor Meyer Feldberg, is treated as an
interested person of the Funds as defined in the 1940 Act because he is a senior
advisor to Morgan Stanley, a financial services firm with which the Funds may
conduct transactions.)

The nominees for election as Board Members, their ages, a description of
their principal occupations and, for the current Board Members, the year each
was first elected or appointed as a Board Member are listed in the table below.
As of November 23, 2005, none of the nominees own Shares of the Funds named in
the Proxy Statement. A table indicating each nominee's ownership of Shares of
other funds in the UBS fund complex overseen or to be overseen by the nominee is
set forth in Exhibit D to this Proxy Statement.

CURRENT BOARD MEMBERS SEEKING RE-ELECTION

NUMBER OF
PORTFOLIOS IN
TERM OF PRINCIPAL FUND OTHER
NAME, POSITION(S) OFFICE* AND OCCUPATION(S) COMPLEX DIRECTORSHIPS
ADDRESS AND HELD WITH LENGTH OF DURING PAST 5 OVERSEEN BY HELD BY
AGE FUNDS TIME SERVED YEARS NOMINEE NOMINEE
----------- ----------- ----------- ------------- ------------- -------------

INTERESTED BOARD MEMBER:
Meyer Feldberg+; 63 Director Since 1992 Professor Feldberg Professor Feldberg Professor Feldberg
Morgan Stanley (Investment Grade is Dean Emeritus is a director or is also a director
1585 Broadway Municipal and and Sanford trustee of 30 of Primedia, Inc.
33rd Floor Strategic Global) Bernstein investment (publishing),
New York, NY 10036 Professor of companies Federated
Since 1993 Leadership and (consisting of 47 Department
(Insured Ethics at Columbia portfolios) for Stores, Inc.
Municipal) Business School, which UBS Global (operator of
although on a two AM or one of its department
Since 1996 year leave of affiliates serves stores), Revlon,
(Global High absence. He is as investment Inc. (cosmetics),
Income) also a senior advisor, sub- and SAPPI, Ltd.
advisor to Morgan advisor or (producer of
Since 1998 Stanley (financial manager. paper).
(Managed High services) (since
Yield) March 2005). Prior
to July 2004, he
was Dean and
Professor of
Management of the
Graduate School of
Business at
Columbia
University (since
1989).
INDEPENDENT BOARD MEMBERS:
Richard Q. Armstrong; 70 Director and Since 2004 Mr. Armstrong is Mr. Armstrong is None
c/o Willkie Farr & Gallagher Chairman of the (Chairman of each chairman and a director or
LLP Board of Board) principal of trustee of 16
787 Seventh Avenue Directors R.Q.A. Enterprises investment
New York, NY 10019 Director Since (management companies
1995 consulting firm) (consisting of 33
(Global High (since April 1991 portfolios) for
Income, and principal which UBS Global
Insured Municipal occupation since AM or one of its
and March 1995). affiliates serves
Investment Grade as investment
Municipal) advisor, sub-
advisor or
Since 1996 manager.
(Strategic Global)
Since 1998
(Managed High
Yield)

David J. Beaubien; 71 Director Since 2001 Mr. Beaubien is Mr. Beaubien is a Mr. Beaubien is
84 Doane Road (All Funds) retired (since director or also a director of
Ware, MA 01082 2003). He was trustee of 16 IEC Electronics,
chairman of Yankee investment Inc., a
Environmental companies manufacturer of
Systems, Inc., a (consisting of 33 electronic
manufacturer of portfolios) for assemblies.
meteor-ological which UBS Global
measuring systems AM or one of its
(since 1991). affiliates serves
as investment
advisor, sub-
advisor or
manager.
Richard R. Burt; 58 Director Since 1995 Mr. Burt is Mr. Burt is a Mr. Burt is also a
1275 Pennsylvania Ave., N.W (Global High chairman of director or director of
Washington, D.C. 20004 Income, Diligence Inc. trustee of Hollinger
Insured Municipal (international 16 investment International Inc.
and information and companies (publishing), The
Investment Grade security firm) and (consisting of Central European
Municipal) IEP Advisors 33 portfolios) Fund, Inc., The
(international for which UBS Germany
Since 1996 investments and Global AM or one Fund, Inc. and IGT
(Strategic Global) consulting firm). of its affiliates Inc. (provides
serves as technology to
Since 1998 investment gaming and
(Managed High advisor, sub- wagering
Yield) advisor or industry). He is
manager. also a director or
trustee of funds
in the Scudder
Mutual Funds
Family (consisting
of
52 portfolios).

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

* Each Board Member who has attained the age of seventy-two (72) years is
subject to retirement on the last day of the month in which he or she
attains such age.

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

NEW NOMINEES SEEKING ELECTION

NUMBER OF
PORTFOLIOS IN
TERM OF PRINCIPAL FUND OTHER
NAME, POSITION(S) OFFICE* AND OCCUPATION(S) COMPLEX DIRECTORSHIPS
ADDRESS AND HELD WITH LENGTH OF DURING PAST OVERSEEN BY HELD BY
AGE FUND TIME SERVED 5 YEARS NOMINEE NOMINEE
----------- ----------- ----------- ------------- ------------- -------------

Alan S. Bernikow; 64 Nominee N/A Mr. Bernikow has If elected, Mr. Bernikow is
c/o Deloitte & Touche been a consultant Mr. Bernikow also a director of
1633 Broadway on non- management would be a Revlon, Inc.
New York, NY 10019 matters for the director or (cosmetics) (and
firm of trustee of 16 serves as the
Deloitte & Touche investment chair of its audit
(international companies committee), a
accounting and (consisting of 33 director of
consulting firm) portfolios) for Mack-Cali Realty
(since June 2003). which UBS Global Corporation (real
Previously, he was AM or one of its estate investment
Deputy Chief affiliates serves trust) (and serves
Executive Officer as investment as the chair of
at Deloitte & advisor, sub- its audit
Touche. advisor or committee) and a
manager. director of the
Casual Male Retail
Group, Inc.
(menswear).
Bernard H. Garil; 65 Nominee N/A Mr. Garil is If elected, Mr. Garil is also
6754 Casa Grande Way retired (since Mr. Garil would a director of the
Delray Beach, FL 33446 2001). He was a be a director or OFI Trust Company
Managing Director trustee of 16 (commercial trust
at PIMCO Advisory investment company) and a
Services (from companies trustee for the
1999 to 2001) (consisting of 33 Brooklyn College
where he served as portfolios) for Foundation, Inc.
President of which UBS Global (charitable
closed-end funds AM or one of its foundation).
and Vice-President affiliates serves
of the variable as investment
insurance product advisor, sub-
funds advised by advisor or
OpCap Advisors manager.
(until 2001).

Heather Richardson Higgins; Nominee N/A Ms. Higgins is the If elected, None
46 President and Ms. Higgins would
255 E. 49th St., Director of The be a director or
Suite 23D Randolph trustee of 16
New York, NY 10017 Foundation investment
(charitable companies
foundation) (consisting of 33
(since 1991). portfolios) for
Ms. Higgins also which UBS Global
serves on the AM or one of its
boards of several affiliates serves
non-profit as investment
charitable groups, advisor, sub-
including the advisor or
Independent manager.
Women's Forum
(chairman), the
Philanthropy
Roundtable (vice
chairman) and the
Hoover Institution
(executive
committee).

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

* Each Board Member who has attained the age of seventy-two (72) years is
subject to retirement on the last day of the month in which he or she
attains such age.

THE BOARD, INCLUDING THE NON-INTERESTED BOARD MEMBERS, UNANIMOUSLY RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" EACH OF THE NOMINEES UNDER THE PROPOSALS.

As of November 23, 2005, neither the Non-Interested Board Members, nor
Professor Feldberg, nor their immediate family members, nor the nominees nor
their immediate family members, owned any securities issued by UBS Global AM or
any company controlling, controlled by or under common control with UBS Global
AM.

The Board of each Fund met several times during its last full fiscal year as
set forth in Exhibit K. (Each Fund's fiscal year end is set forth in
Exhibit B.) Each Board Member attended at least 75% of the meetings of the Board
held during each Fund's last fiscal year. The Board Members are not required to
attend a Fund's annual or special meetings, and no Board Members attended the
annual meeting of shareholders in 2005.

Each Fund's Board has established an Audit Committee that acts pursuant to a
written charter ("Audit Committee Charter") and is responsible for, among other
things, overseeing the scope of the Fund's audit, the quality and objectivity of
the Fund's financial statements, the Fund's accounting and financial reporting
policies and practices, and its internal controls. A copy of the Audit Committee
Charter is attached as Exhibit E. In fulfilling its duties, each Fund's Audit
Committee has: (a) reviewed and discussed the Fund's audited financial
statements with management; (b) discussed with the independent registered public
accounting firm the matters required to be discussed by Statement on Auditing
Standards No. 61; (c) received certain written disclosures and the letter from
the independent registered public accounting firm required by Independence
Standards Board Standard No. 1 and discussed the independent registered public
accounting firm's independence with them; and (d) based upon its review of the
above, recommended to the Board that the Fund's audited financial statements be
included in each Fund's annual report to Shareholders for the fiscal year.

While each Fund's Audit Committee has the duties and responsibilities set
forth in its Audit Committee Charter and described above, each Fund's Audit
Committee is not responsible for planning or conducting the Fund's audit or for
determining whether the Fund's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. In
fulfilling their responsibilities under each Fund's Audit Committee Charter, it
is recognized (i) that the members of that Fund's Audit Committee are not
full-time employees of the Fund; (ii) it is not the duty or the responsibility
of the Audit Committee or its members to conduct "field work" or other types of
auditing or accounting reviews or procedures or to set auditor independence
standards; and (iii) each member of the Audit Committee shall be entitled to
rely on (a) the integrity of

those persons within and outside the Fund from which it receives information;
(b) the accuracy of the financial and other information provided to the
Committee absent actual knowledge to the contrary (which shall be promptly
reported to the Board); and (c) statements made by the officers and employees of
the Fund, UBS Global AM or other third parties as to any information technology,
internal audit and other non-audit services provided by the independent auditors
to the Fund. The review of a Fund's financial statements by the Fund's Audit
Committee is not of the same quality as the audit performed by the independent
auditors.

Each Fund's Audit Committee currently consists of Messrs. Armstrong,
Beaubien, Burt and White (a current Board Member who is not standing for re-
election), none of whom have any relationship to a Fund that may interfere with
the exercise of their independence from management or the Fund and each of whom
is independent as defined under listing standards of the New York Stock Exchange
("NYSE") applicable to closed-end Funds. Each member of a Fund's Audit Committee
is also a member of a similar committee established by the boards of certain
other investment companies for which UBS Global AM or an affiliate serves as
investment advisor, sub-advisor or manager. The Audit Committee met several
times during each Fund's last full fiscal year as set forth in Exhibit K, and
each member attended at least 75% of those meetings.

Each Fund's Board has also established a Nominating and Corporate Governance
Committee that acts pursuant to a written charter ("Nominating and Corporate
Governance Committee Charter"). Each Fund's Nominating and Corporate Governance
Committee is responsible for, among other things: selecting, evaluating and
recommending to the Board candidates to be nominated as additional
Non-Interested Board Members; reviewing the composition of the Board and the
compensation arrangements for each of the Board Members; performing an annual
evaluation of the Board and its committees; reporting on such evaluation to the
Board; and performing such other corporate governance functions as the Board may
authorize. A copy of the Nominating and Corporate Governance Committee Charter
is attached as Exhibit F. Each Fund's Nominating and Corporate Governance
Committee currently consists of Messrs. Burt and White (a current Board Member
who is not standing for re-election), neither of whom is an "interested person"
for purposes of the 1940 Act, and both of whom are independent as defined under
listing standards of the NYSE applicable to closed-end funds. (The Nominating
and Corporate Governance Committee normally is comprised of at least three Board
Members; however, one member died in 2005, and Mr. White is not standing for
re-election. The Board anticipates that replacements will be appointed
subsequent to the elections of the nominees.) Each Nominating and Corporate
Governance Committee met several times during each Fund's last full fiscal year

as set forth in Exhibit K, and each member attended at least 75% of those
meetings.

In nominating candidates, each Nominating and Corporate Governance Committee
believes that no specific qualifications or disqualifications are controlling or
paramount, or that specific qualities or skills are necessary for each candidate
to possess. In identifying and evaluating nominees for Board membership, each
Nominating and Corporate Governance Committee takes into consideration such
factors as it deems appropriate. These factors may include: (i) whether or not
the person is an "interested person" as defined in the 1940 Act, meets the
applicable independence and experience requirements of the NYSE applicable to
closed-end funds and is otherwise qualified under applicable laws and
regulations to serve as a member of the Board; (ii) whether or not the person
has any relationships that might impair his or her independence, such as any
business, financial or family relationships with Fund management, the investment
advisor and/or sub-advisors of the Fund, other Fund service providers or their
affiliates; (iii) whether or not the person is willing to serve, and willing and
able to commit the time necessary for the performance of the duties of a Board
Member; (iv) the person's judgment, skill, diversity and experience with
investment companies and other organizations of comparable purpose, complexity
and size and subject to similar legal restrictions and oversight; (v) the
interplay of the candidate's experience with the experience of other Board
Members, and (vi) the extent to which the candidate would be a desirable
addition to the Board and any committees thereof.

Each Nominating and Corporate Governance Committee will consider nominees
recommended by Shareholders if a vacancy occurs. In order to recommend a
nominee, a Shareholder should send a letter to the chairperson of each Fund's
Nominating and Corporate Governance Committee, Mr. Richard Burt, care of the
Secretary of the Fund at UBS Global Asset Management (US) Inc., 51 West 52nd
Street, New York, New York 10019-6114 and indicate on the envelope "Nominating
and Corporate Governance Committee." The Shareholder's letter should state the
nominee's name and should include the nominees RESUME or CURRICULUM VITAE, and
must be accompanied by a written consent of the individual to stand for election
if nominated by the Board and to serve if elected by Shareholders. No Fund's
Board has a standing compensation committee. Shareholders can send other
communications to a Board care of its chairman at the following address:
Mr. Richard Q. Armstrong--UBS Funds, c/o Wilkie Farr & Gallagher LLP, 787
Seventh Avenue, New York, NY 10019.

Effective January 1, 2006, each Non-Interested Board Member will receive, in
the aggregate from the funds within the UBS fund complex he or she oversees
(including the Funds), an annual retainer of $95,000 and a $13,000 fee for each
regular joint Board meeting of the Boards of the funds (and each in-person

special joint meeting of the Boards of the funds) actually attended. Non-
Interested Board Members who participate in previously scheduled in-person joint
meetings of the Boards of the funds by telephone to accommodate other business
obligations are paid $2,000 for such meetings. Non-Interested Board Members who
participate in previously scheduled in-person joint meetings of the Boards of
the funds by telephone because of illness or other unavoidable circumstances are
paid the full meeting fee. Effective January 1, 2006, each Non-Interested Board
Member will receive, from the relevant fund, $2,000 for each special in-person
meeting (not held as a joint meeting) of the Board of that fund actually
attended when a fund's Board must meet separately from the regulatory scheduled
joint Board meetings. Effective January 1, 2006, Non-Interested Board Members
who participate in scheduled telephone meetings of the Board(s) of one or more
funds are paid $1,000 for each such meeting actually attended.

Effective January 1, 2006, the fund's Chairman will receive annually an
additional $50,000; the chairperson of the Audit Committee will receive annually
an additional $35,000; and the chairperson of the Nominating and Corporate
Governance Committee will receive annually an additional $25,000; provided that,
if a Board Member simultaneously holds more than one such position, he or she is
paid only the higher of the fees otherwise payable for these positions.
Effective January 1, 2006, Non-Interested Board Members who are also members of
the Audit Committee and/or Nominating and Corporate Governance Committee are
paid $2,000 for each meeting of such Committee actually attended, provided that
such meeting is not held in conjunction with a regularly scheduled Board
meeting. The foregoing fees will be allocated among all funds within the UBS
fund complex overseen by the Board Member (including the Funds) as follows:
(i) one-half of the expense will be allocated pro rata based on the funds'
relative net assets at the end of the calendar quarter preceding the date of
payment, and (ii) one-half of the expense will be allocated according to the
number of such funds (i.e., expenses divided by number of funds yields per-fund
allocation); provided, however, that where a special meeting is held with
respect to one or more funds (as opposed to joint meetings for all funds), then
only the relevant funds bear the related fees. All Board Members are reimbursed
for expenses incurred in attending meetings. Professor Feldberg, as an
interested Board Member, is compensated by management.

Each Board Member who has attained the age of seventy-two (72) years will be
subject to retirement on the last day of the month on which he or she attains
such age.

COMPENSATION TABLE

The table below sets forth certain information relating to the compensation
of the current members of the Board who held office with the Funds for each
Fund's most recent fiscal year. No Fund has a bonus, pension, profit sharing or
retirement plan.

COMPENSATION TABLE*+

INTERESTED
BOARD
AMOUNTS PAID DURING THE MEMBER NON-INTERESTED BOARD MEMBERS
MOST RECENT FISCAL YEAR ---------- ----------------------------------------------
FROM MEYER RICHARD Q. DAVID J. RICHARD R. WILLIAM D.
FUND TO BOARD MEMBERS FELDBERG** ARMSTRONG BEAUBIEN BURT WHITE
----------------------- ---------- ---------- -------- ---------- ----------

GLOBAL HIGH INCOME ...... $1,289 $3,144 $2,581 $2,725 $2,581
(fiscal year ended
October 31, 2005)
INSURED MUNICIPAL ....... $3,017 $3,326 $2,794 $2,794 $2,794
(fiscal year ended
March 31, 2005)
INVESTMENT GRADE $2,114 $3,036 $2,510 $2,581 $2,510
MUNICIPAL ...............
(fiscal year ended
September 30, 2005)
MANAGED HIGH YIELD ...... $2,635 $2,904 $2,419 $2,419 $2,419
(fiscal year ended
May 31, 2005)
STRATEGIC GLOBAL ........ $1,224 $2,964 $2,432 $2,568 $2,432
(fiscal year ended
November 30, 2005)
TOTAL COMPENSATION PAID
TO BOARD MEMBERS FROM
FUNDS AND FUND COMPLEX
FOR THE YEAR ENDED
DECEMBER 31, 2004++ ..... $249,000 $150,875 $129,000 $127,000 $129,000

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

* The new nominees--Mr. Alan S. Bernikow, Mr. Bernard H. Garil, and
Ms. Heather Richardson Higgins--have not yet served as Board Members and
accordingly have not been compensated as Board Members for the Funds.

** Until March 1, 2005, Professor Feldberg was a Non-Interested Board Member
and was compensated as such by the funds for which UBS Global AM or an
affiliate served as investment advisor, sub-advisor or manager. Effective
March 1, 2005, Professor Feldberg is an "interested person" of the funds by
virtue of his position as senior advisor with Morgan Stanley. As such,
Professor Feldberg is no longer compensated by the funds for which UBS
Global AM serves as investment advisor, sub-advisor or manager. The
compensation amounts listed in the Compensation Table for
Professor Feldberg represent only those amounts paid by the funds.

+ Only Non-Interested Board Members are compensated by the funds for which
UBS Global AM or an affiliate serves as investment advisor, sub-advisor or
manager; Board Members who are "interested persons," as defined in the 1940
Act, do not receive compensation from the funds within the UBS fund
complex.

++ Represents fees paid during the calendar year ended December 31, 2004 to
each Board Member by: (a) 16 investment companies in the case of
Messrs. Armstrong, Beaubien and Burt, and (b) 31 investment companies in
the case of Professor Feldberg for which UBS Global AM or one of its
affiliates served as investment advisor, sub-advisor or manager. No fund
within the UBS fund complex has a bonus, pension, profit sharing or
retirement plan.

INFORMATION CONCERNING THE FUNDS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Each Fund's financial statements for its last-completed fiscal year were
audited by Ernst & Young LLP ("Ernst & Young"), independent registered public
accounting firm. In addition, Ernst & Young prepares each Fund's federal and
state annual income tax returns and provides certain non-audit services. Each
Fund's Audit Committee has considered whether the provision of those non-audit
services is compatible with maintaining Ernst & Young's independence. Each Audit
Committee has selected Ernst & Young as the Fund's independent registered public
accounting firm and such selection has been ratified by each Fund's Board.
Ernst & Young's length of service as each Fund's independent registered public
accounting firm is set forth in Exhibit L. Ernst & Young has informed each Fund
that it has no material direct or indirect financial interest in the Fund.

Representatives of Ernst & Young are not expected to be present at the
Meetings, 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.

AUDIT FEES.

The aggregate fees billed by Ernst & Young for professional services
rendered to the Funds for the audit of each Fund's annual financial statements
for the last two fiscal years are set forth in Exhibit G. Fees included in the
audit fees category are those associated with the annual audits of financial
statements and services that are normally provided in connection with statutory
and regulatory filings.

AUDIT-RELATED FEES.

The aggregate audit-related fees billed by Ernst & Young for services
rendered to the Funds that are reasonably related to the performance of the
audits of the financial statements, but not reported as audit fees, during each
Fund's last two fiscal years are set forth in Exhibit H.

Fees included in the audit-related category are those associated with
(1) the reading and providing of comments on each Fund's two most recent
semiannual financial statements, and (2) review of the consolidated reports to
certain UBS funds (including the Funds) on the profitability of management to
assist the Board Members in their advisory/administration contract reviews and
(3) with respect to Managed High Yield, performance of agreed-upon procedures
governing compliance with credit facility provisions for the Fund's two most
recent fiscal years. With respect to Insured Municipal and Investment Grade
Municipal, fees included in the audit-related fees categories also included

(4) auction preferred shares testing for the Funds' two most recent fiscal year
ends.

With respect to Rule 2-01(c)(7)(i)(c) of Regulation S-X, there were no
audit-related fees that were approved by the Audit Committee pursuant to the
DE MINIMIS exception for the Funds' two most recent fiscal years on behalf of
(i) the Funds' service providers that relate directly to the operations and
financial reporting of the Funds, or (ii) the Funds themselves. There were no
audit-related fees required to be approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X during the fiscal years indicated above.

TAX FEES.

The aggregate tax fees billed by Ernst & Young for services rendered to the
Funds for each of the last two fiscal years are set forth in Exhibit I. Fees
included in the tax fees category comprise all services performed by
professional staff in the independent accountant's tax division except those
services related to the audits. This category comprises fees for review of tax
compliance, tax return preparation and excise tax calculations.

With respect to Rule 2-01(c)(7)(i)(c) of Regulation S-X, there were no tax
fees that were approved by the Audit Committee pursuant to the DE MINIMIS
exception for the Funds' two most recent fiscal years on behalf of (i) the
Funds' service providers that relate directly to the operations and financial
reporting of the Funds, or (ii) the Funds themselves. There were no tax fees
required to be approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of
Regulation S-X during the fiscal years indicated above.

ALL OTHER FEES.

For the Funds' two most recent fiscal years, there were no fees billed by
Ernst & Young for other services provided to any Fund. Fees included in the all
other fees category would consist of services related to internal control
reviews, strategy and other consulting, financial information systems design and
implementation, consulting on other information systems, and other tax services
unrelated to the Funds.

There were no fees billed by Ernst & Young for the most recent fiscal year
for professional services rendered for financial information systems design and
implementation services provided to the Funds, UBS Global AM and entities that
control, are controlled by or are under common control with UBS Global AM that
provide services to the Funds.

With respect to Rule 2-01(c)(7)(i)(c) of Regulation S-X, there were no fees
within this category that were approved by the Audit Committee pursuant to the
DE MINIMIS exception for the Funds' two most recent fiscal years on behalf of
(i) the Funds' service providers that relate directly to the operations and
financial

reporting of the Funds, or (ii) the Funds themselves. There were no "all other
fees" required to be approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of
Regulation S-X during the fiscal years indicated above.

Each Fund's Audit Committee Charter contains the Audit Committee's pre-
approval policies and procedures. Reproduced below is an excerpt from the Audit
Committee Charter regarding pre-approval policies and procedures:

The Audit Committee shall:

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

(1) The Committee will not approve non-audit services that the Committee
believes may taint the independence of the auditors. Currently,
permissible non-audit services include any professional services
(including tax services) that are not prohibited services as
described below, provided to the Fund by the independent auditors,
other than those provided to the Fund in connection with an audit or
a review of the financial statements of the Fund. Permissible
non-audit services may not include: (i) bookkeeping or other
services related to the accounting records or financial statements
of the Fund; (ii) financial information systems design and
implementation; (iii) appraisal or valuation services, fairness
opinions or contribution-in-kind reports; (iv) actuarial services;
(v) internal audit outsourcing services; (vi) management functions
or human resources; (vii) broker or dealer, investment advisor or
investment banking services; (viii) legal services and expert
services unrelated to the audit; and (ix) any other service the
Public Company Accounting Oversight Board determines, by regulation,
is impermissible.

Pre-approval by the Committee of any permissible non-audit services
is not required so long as (i) the aggregate amount of all such
permissible non-audit services provided to the Fund, UBS Global [AM]
and any service providers controlling, controlled by or under common
control with UBS Global [AM] that provide ongoing services to the
Fund ("Covered Service Providers") constitutes not more than 5% of
the total amount of revenues paid to the independent auditors
(during the fiscal year in which any permissible non-audit services
are provided) by (a) the Fund, (b) its investment advisor and
(c) any entity controlling, controlled by, or under common control
with the investment advisor that provides ongoing services to the
Fund during the fiscal year in which the services are provided that
would have to be approved by the Committee; (ii) the permissible
non-audit services were not recognized by the Fund at the time of
the engagement to be non-audit services; and (iii) such services are
promptly brought to the attention of the Committee and are approved
by the Committee (or its delegate(s)) prior to the completion of the
audit.

permissible non-audit services to a sub-committee consisting of the
Chairperson of the Committee and two other members of the Committee
as the Chairperson, from time to time, may determine and appoint,
and such sub-committee shall report its decision(s) to the
Committee, at its next regularly scheduled meeting after the sub-
committee's meeting. From year to year, the Committee shall report
to the Board whether this system of pre-approval has been effective
and efficient or whether this Charter should be amended to allow for
pre-approval pursuant to such policies and procedures as the
Committee shall approve, including the delegation of some or all of
the Committee's pre-approval responsibilities to other persons
(other than UBS Global [AM] or the Fund's officers).

AGGREGATE NON-AUDIT FEES.

The aggregate non-audit fees billed by Ernst & Young for services rendered
to the Funds for each of the last two fiscal years are set forth in Exhibit J.
No Fund's Audit Committee was required to consider whether the provision of non-
audit services that were rendered to the Fund's investment advisor (not
including any sub-advisor whose role is primarily portfolio management and is
subcontracted with or overseen by another investment advisor), and any entity
controlling, controlled by, or under common control with the investment advisor
that provides ongoing services to the Fund that were not pre-approved pursuant
to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, was compatible with
maintaining Ernst & Young's independence.

EXECUTIVE OFFICERS

Officers of each Fund are appointed by its Board and serve at the pleasure
of the Board. None of the Funds' officers currently receives any compensation
from the Funds. The executive officers of each Fund are:

TERM OF
OFFICE++
POSITION(S) HELD AND LENGTH PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS;
WITH THE OF TIME NUMBER OF PORTFOLIOS IN FUND COMPLEX FOR
NAME, ADDRESS AND AGE FUNDS+ SERVED WHICH PERSON SERVES AS OFFICER
--------------------- ---------------- ---------- --------------------------------------------

Joseph Allessie*; 40 Vice President and Since 2005 Mr. Allessie is a director and deputy general
Assistant counsel at UBS Global Asset Management (US)
Secretary Inc. and UBS Global Asset Management
(Americas) Inc. (collectively, "UBS Global
AM--Americas region") (since 2005). Prior to
joining UBS Global AM--Americas region, he
was senior vice president and general counsel
of Kenmar Advisory Corp. (from 2004 to 2005).
Prior to that Mr. Allessie was general
counsel and secretary of GAM USA Inc., GAM
Investments, GAM Services, GAM Funds, Inc.
and the GAM Avalon Funds (from 1999 to 2004).
Such entities are affiliates of UBS Global
AM--Americas region. Prior to joining GAM,
Mr. Allessie was Regulatory Officer to the
State of New Jersey, Department of Law and
Public Safety, Bureau of Securities (from
1993 to 1999). Mr. Allessie is a vice
president and assistant secretary of 20
investment companies (consisting of
86 portfolios) for which UBS Global
AM--Americas region or one of its affiliates
serves as investment advisor, sub-advisor or
manager.

W. Douglas Beck*; 38 President Since 2005 Mr. Beck is an executive director and head of
product development and management for UBS
Global AM--Americas region (since 2002). From
March 1998 to November 2002, he held various
positions at Merrill Lynch, the most recent
being first vice president and co-manager of
the managed solutions group. Mr. Beck is
president of 20 investment companies
(consisting of 86 portfolios) for which UBS
Global AM--Americas region or one of its
affiliates serves as investment advisor,
sub-advisor or manager, and was vice
president of such investment companies from
2003 to 2005.

Thomas Disbrow*; 39 Vice President and Since 2000 (Vice Mr. Disbrow is a director, head of retail
Treasurer President); since mutual fund operations and co-head of the
2004 (Treasurer) mutual fund finance department of UBS Global
AM--Americas region. Prior to November 1999,
he was a vice president of Zweig/Glaser
Advisers. Mr. Disbrow is a vice president and
treasurer of 16 investment companies
(consisting of 33 portfolios) and vice
president and assistant treasurer of four
investment companies (consisting of
53 portfolios) for which UBS Global
AM--Americas region or one of its affiliates
serves as investment advisor, sub-advisor or
manager.
Elbridge T. Gerry Vice President Since 1996 Mr. Gerry is a managing director-- municipal
III*; 48 (Investment Grade fixed income of UBS Global AM--Americas
Municipal and region. Mr. Gerry is a vice president of six
Insured Municipal) investment companies (consisting of
10 portfolios) for which UBS Global
AM--Americas region or one of its affiliates
serves as investment advisor, sub-advisor or
manager.
Mark F. Kemper**; 47 Vice President and Since 2004 Mr. Kemper is general counsel of UBS Global
Secretary AM--Americas region (since July 2004).
Mr. Kemper also is an executive director of
UBS Global AM--Americas region. He was deputy
general counsel of UBS Global Asset
Management (Americas) Inc. ("UBS Global AM--
Americas") from July 2001 to July 2004. He
has been secretary of UBS Global AM--Americas
since 1999 and assistant secretary of UBS
Global Asset Management Trust Company since
1993. Mr. Kemper is secretary of UBS Global
AM--Americas region (since 2004). Mr. Kemper
is vice president and secretary of 20
investment companies (consisting of 86
portfolios) for which UBS Global AM--Americas
region or one of its affiliates serves as
investment advisor, sub-advisor or manager.
Joanne M. Kilkeary*; Vice President and Since 2004 Ms. Kilkeary is an associate director (since
37 Assistant 2000) and a senior manager (since 2004) of
Treasurer the mutual fund finance department of UBS
Global AM--Americas region. Ms. Kilkeary is a
vice president and assistant treasurer of 16
investment companies (consisting of
33 portfolios) for which UBS Global
AM--Americas region or one of its affiliates
serves as investment advisor, sub-advisor or
manager.

Tammie Lee*; 34 Vice President and Since 2005 Ms. Lee is a director and associate general
Assistant counsel of UBS Global AM-- Americas region
Secretary (since November 2005). Prior to joining UBS
Global AM--Americas region, she was vice
president and counsel at Deutsche Asset
Management/Scudder Investments from April
2003 to October 2005. Prior to that she was
assistant vice president and counsel at
Deutsche Asset Management/Scudder Investments
from July 2000 to March 2003. Prior to
joining Deutsche Asset Management/ Scudder
Investments, she was assistant counsel at
First Investors Corporation from August 1996
to June 2000. Ms. Lee is a vice president and
assistant secretary of 20 investment
companies (consisting of 86 portfolios) for
which UBS Global AM--Americas region or one
of its affiliates serves as investment
advisor, sub-advisor or manager.
Joseph T. Malone *; 38 Vice President and Since 2004 Mr. Malone is a director and co-head of the
Assistant mutual fund finance department of UBS Global
Treasurer AM--Americas region. From August 2000 through
June 2001, he was the controller at AEA
Investors Inc. From March 1998 to August
2000, Mr. Malone was a manager within the
investment management services practice of
PricewaterhouseCoopers LLC. Mr. Malone is
vice president and assistant treasurer of 16
investment companies (consisting of
33 portfolios) and vice president, treasurer
and principal accounting officer of four
investment companies (consisting of
53 portfolios) for which UBS Global
AM--Americas region or one of its affiliates
serves as investment advisor, sub-advisor or
manager.
Joseph McGill*; 43 Vice President and Since 2004 Mr. McGill is an executive director and chief
Chief Compliance compliance officer at UBS Global AM--Americas
Officer region (since 2003). Prior to joining UBS
Global AM--Americas region, he was assistant
general counsel at J. P. Morgan Investment
Management (from 1999 to 2003). Mr. McGill is
a vice president and chief compliance officer
of 20 investment companies (consisting of
86 portfolios) for which UBS Global
AM--Americas region or one of its affiliates
serves as investment advisor, sub-advisor or
manager.

Kevin McIntyre*; 39 Vice President Since 2005 Mr. McIntyre is a director (since March 2003)
(Insured Municipal and portfolio manager (since October 2005) of
and Investment UBS Global AM-- Americas region. He is also
Grade Municipal) Head of Municipal Trading since 2002. Prior
to that he was a trader and assistant
portfolio manager with UBS Global
AM--Americas region. Mr. McIntyre is a vice
president of two investment companies
(consisting of two portfolios) for which UBS
Global AM--Americas region or one of its
affiliates serves as investment advisor,
sub-advisor or manager.
John Penicook**; 47 Vice President Since 2002 Mr. Penicook is a managing director and
(Global High global head of fixed income of UBS Global
Income, Managed AM--Americas region. Mr. Penicook is a vice
High Yield, and president of three investment companies
Strategic Global) (consisting of three portfolios) for which
UBS Global AM--Americas region or one of its
affiliates serves as investment advisor,
sub-advisor or manager.
Marianne Rossi*; 45 Vice President Since 2004 Ms. Rossi is a managing director and head of
(Managed High global high yield at UBS Global AM--Americas
Yield) region (since April 2000). Prior to April
2000, she was a managing director and part of
the high yield team at Credit Suisse Asset
Management. Ms. Rossi is a vice president of
one investment company (consisting of one
portfolio) for which UBS Global AM--Americas
region or one of its affiliates serves as
investment advisor, sub-advisor or manager.
Eric Sanders*; 40 Vice President and Since 2005 Mr. Sanders is a director and associate
Assistant general counsel of UBS Global AM- Americas
Secretary region (since July 2005). From 1996 until
June 2005, he held various positions at Fred
Alger & Company, Incorporated, the most
recent being assistant vice president and
associate general counsel. Mr. Sanders is a
vice president and assistant secretary of 20
investment companies (consisting of
86 portfolios) for which UBS Global
AM--Americas region or one of its affiliates
serves as investment advisor, sub-advisor or
manager.
Uwe Schillhorn**; 41 Vice President Since 2004 Mr. Schillhorn is an executive director, and
(Global High head of emerging markets debt (since 2004) of
Income and UBS Global AM-- Americas region.
Strategic Global) Mr. Schillhorn is a vice president of two
investment companies (consisting of
two portfolios) for which UBS Global
AM--Americas region or one of its affiliates
serves as investment advisor, sub-advisor or
manager.

Keith A. Weller*; 44 Vice President and Mr. Weller is an executive director and
Assistant senior associate general counsel of UBS
Secretary Global AM--Americas region. Mr. Weller is a
Global High Since 1995 vice president and assistant secretary of
Income, Insured 20 investment companies (consisting of
Municipal, 86 portfolios) for which UBS Global
Investment Grade AM--Americas region or one of its affiliates
Municipal, and serves as investment advisor, sub-advisor or
Strategic Global manager.
Managed High Yield Since 1998

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

+ Unless otherwise noted, position is held with each Fund.

++ Officers of the Funds are appointed by the Board Members and serve at the
pleasure of each Board.

* This person's business address is 51 West 52nd Street, New York, New York
10019-6114.

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

ADDITIONAL INFORMATION

The solicitation of proxies will be made primarily by mail, but
solicitations may also be made by telephone or in person by regular employees of
UBS Global AM, who will not receive any compensation therefor from the Funds.
All costs of a Fund's solicitation, including (a) printing and mailing of this
Proxy Statement and accompanying material and (b) the reimbursement of brokerage
firms and others for their expenses in forwarding solicitation material to the
beneficial owners of the Fund's shares will be borne by such Fund.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

No Fund is aware of any outstanding report required to be filed pursuant to
Section 16(a) of the Securities Exchange Act of 1934 by any Board Member or
officer.

SHAREHOLDER PROPOSALS

The Funds have annual meetings of shareholders. Shareholders of a Fund who
wish to submit proposals to be considered at such Fund's next annual meeting of
shareholders should send such proposals to the Secretary of the Fund at UBS
Global Asset Management (US) Inc., 51 West 52nd Street, New York, New York
10019-6114. In order to be considered at the next annual meeting,

shareholder proposals must be received by the Fund by no later than the
following dates, which have been determined on the basis of SEC rules:

FUND DATE
---- ----

Global High Income...................... August 21, 2006* for the Fund's 2007 annual meeting

Insured Municipal....................... January 27, 2006 for the Fund's 2006 annual meeting

Investment Grade........................ August 21, 2006* for the Fund's 2007 annual meeting

Managed High Yield...................... March 29, 2006 for the Fund's 2006 annual meeting

Strategic Global........................ August 21, 2006* for the Fund's 2007 annual meeting

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

* The last date for the submission of shareholder proposals for the Fund's
2006 annual meeting has already passed.

Shareholder proposals that are submitted in a timely manner will not
necessarily be included in a Fund's proxy materials. Inclusion of such proposals
is subject to limitations under the federal securities laws.

OTHER BUSINESS

Management knows of no business to be presented at the Meetings 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 each Fund.

By Order of Each Fund's Board,

Mark F. Kemper
VICE PRESIDENT AND SECRETARY OF EACH FUND

December 15, 2005

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

EXHIBIT INDEX

Exhibit A--Time of Shareholder Meetings..................... A-1

Exhibit B-- State of Organization, Fiscal Year End and
Shares Outstanding as of Record Date............. B-1

Exhibit C-- List of Shorthand Names of Funds as Used in This
Proxy Statement.................................. C-1

Exhibit D-- Board Member and Nominee Ownership of Fund
Shares........................................... D-1

Exhibit E--Audit Committee Charter.......................... E-1

Exhibit F-- Nominating and Corporate Governance Committee
Charter.......................................... F-1

Exhibit G--Audit Fees Paid to Fund Auditors................. G-1

Exhibit H--Audit-Related Fees Paid to Fund Auditors......... H-1

Exhibit I--Tax Fees Paid to Fund Auditors................... I-1

Exhibit J--Aggregate Non-Audit Fees Paid to Fund Auditors... J-1

Exhibit K-- Schedule of Board, Audit Committee and
Nominating and Corporate Governance Committee
Meetings......................................... K-1

Exhibit L--Length of Service of Ernst & Young............... L-1

EXHIBIT A

TIME OF SHAREHOLDER MEETINGS

FUND TIME OF MEETING
---- ---------------

Global High Income Dollar Fund Inc. .............. 2:30
Insured Municipal Income Fund Inc. ............... 3:00
Investment Grade Municipal Income Fund Inc. ...... 3:30
Managed High Yield Plus Fund Inc. ................ 4:00
Strategic Global Income Fund, Inc. ............... 4:30

A-1

EXHIBIT B

STATE OF ORGANIZATION, FISCAL YEAR END AND SHARES
OUTSTANDING AS OF RECORD DATE

FISCAL STATE OF SHARES OUTSTANDING
FUND NAME* YEAR END ORGANIZATION AS OF THE RECORD DATE
---------- ----------- ------------- ----------------------------

Global High Income............ 10/31 Maryland 19,439,667

Insured Municipal............. 3/31 Maryland Common Stock 20,628,363

APS (Series
A, B, C, D,
E & F) 4,200

Investment Grade Municipal.... 9/30 Maryland Common Stock 10,356,667

APS (Series
A, B, & C) 2,200

Managed High Yield............ 5/31 Maryland 60,211,773

Strategic Global.............. 11/30 Maryland 18,258,828

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

* A listing of the shorthand names that are used in this Exhibit and throughout
this Proxy Statement to refer to each Fund is set forth in Exhibit C.

B-1

EXHIBIT C

LIST OF SHORTHAND NAMES OF FUNDS
AS USED IN THIS PROXY STATEMENT

FUND NAME NAME AS USED IN THIS PROXY STATEMENT
--------- ------------------------------------

GLOBAL HIGH INCOME DOLLAR
FUND INC........................................ Global High Income

INSURED MUNICIPAL INCOME FUND INC................. Insured Municipal

INVESTMENT GRADE MUNICIPAL INCOME FUND INC........ Investment Grade Municipal

MANAGED HIGH YIELD PLUS FUND INC.................. Managed High Yield

STRATEGIC GLOBAL INCOME FUND, INC................. Strategic Global

C-1

EXHIBIT D

BOARD MEMBER AND NOMINEE
OWNERSHIP OF FUND SHARES

AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES
IN ALL REGISTERED
INVESTMENT COMPANIES
OVERSEEN OR TO BE
OVERSEEN BY BOARD
MEMBER OR NOMINEE
FOR WHICH UBS GLOBAL
AM OR AN AFFILIATE
SERVES AS INVESTMENT
ADVISOR, SUB-ADVISOR
BOARD MEMBER OR NOMINEE+* OR MANAGER**
------------------------- ----------------------

CURRENT BOARD MEMBERS
Interested Board Member
Meyer Feldberg Over $100,000
Non-Interested Board Members
Richard Q. Armstrong Over $100,000
David J. Beaubien Over $100,000
Richard R. Burt Over $100,000
NOMINEES
Alan S. Bernikow None
Bernard H. Garil Over $100,000
Heather Richardson Higgins None

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

+ The current Board Members standing for re-election and Nominees do not own
shares of the closed-end Funds named in this proxy statement as of
November 23, 2005.

* To the extent they have not already done so, the current Board Members and
Nominees have each agreed to invest the equivalent of a minimum of one
year's Board Member's fees, in the aggregate, in the funds in the UBS Fund
complex. Such investments may be spread across a number of funds, and they
may not necessarily be made in any one particular fund overseen. The
investment will be made over a period not to exceed three years from the
beginning of 2004 or the date of their election to the Board, whichever is
later.

** Information regarding aggregate ownership of shares in all registered
investment companies overseen by current Board Members and new Nominees for
which UBS Global AM or an affiliate serves as investment advisor,
sub-advisor or manager is as of November 23, 2005.

D-1

EXHIBIT E

AUDIT COMMITTEE CHARTER
AMENDED AND RESTATED AS OF MAY 12, 2004

ESTABLISHMENT AND PURPOSE

This document serves as the Charter for the Audit Committee (the
"Committee") of the Board of each fund (the "Fund") advised by UBS Global Asset
Management (US) Inc. ("UBS Global") listed on Appendix A hereto (each such
Charter being a separate Charter). The primary purposes of the Committee are to
assist Board oversight of (1) the integrity of the Fund's financial statements,
(2) the Fund's compliance with legal and regulatory requirements, (3) the
independent auditors' qualifications and independence and (4) the performance of
the Fund's independent auditors.

In performing its Board oversight assistance function, the Committee will,
among other things (a) oversee the scope of the Fund's audit, the quality and
objectivity of the Fund's financial statements, the Fund's accounting and
financial reporting policies and practices and its internal controls and, as
appropriate, the internal controls of certain service providers; (b) approve,
and recommend to the Board, for ratification, the selection, appointment,
retention or termination of the Fund's independent auditors, as well as
determining the compensation thereof; and (c) pre-approve all audit and
non-audit services provided to the Fund and certain other persons by such
independent auditors.

DUTIES AND RESPONSIBILITIES

AUDIT OVERSIGHT

The Fund's independent auditors are accountable to the Committee.

The Committee shall:

1. Approve, and recommend to the Board for the Board's ratification, the
selection, appointment, retention or termination of the Fund's
independent auditors, or of any other public accounting firm engaged for
the purpose of performing other audit, review or attest services for the
Fund.

E-1

2. Pre-approve (a) all audit and permissible non-audit services(1) to be
provided to the Fund and (b) all permissible non-audit services to be
provided by the Fund's independent auditors to UBS Global and any
Covered Service Providers, if the engagement relates directly to the
operations and financial reporting of the Fund. In carrying out this
responsibility, the Committee shall seek periodically from UBS Global
and from the independent auditors a list of such audit and permissible
non-audit services that can be expected to be rendered to the Fund, UBS
Global or any Covered Service Providers by the Fund's independent
auditors, and an estimate of the fees sought to be paid in connection
with such services. The Committee may delegate its responsibility to
pre-approve any such audit and permissible non-audit services to a
sub-committee consisting of the Chairperson of the Committee and two
other members of the Committee as the Chairperson, from time to time,
may determine and appoint, and such sub-committee shall report to the
Committee, at its next regularly scheduled meeting after the
sub-committee's meeting, its decision(s). From year to year, the
Committee shall report to the Board whether this system of pre-approval
has been effective and efficient or whether this Charter should be
amended to allow for pre-approval pursuant to such policies and
procedures as the Committee shall approve,

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

(1) The Committee will not approve non-audit services that the Committee
believes may taint the independence of the auditors. Currently,
permissible non-audit services include any professional services
(including tax services) that are not prohibited services as described
below, provided to the Fund by the independent auditors, other than those
provided to the Fund in connection with an audit or a review of the
financial statements of the Fund. Permissible non-audit services may not
include: (i) bookkeeping or other services related to the accounting
records or financial statements of the Fund; (ii) financial information
systems design and implementation; (iii) appraisal or valuation services,
fairness opinions or contribution-in-kind reports; (iv) actuarial
services; (v) internal audit outsourcing services; (vi) management
functions or human resources; (vii) broker or dealer, investment adviser
or investment banking services; (viii) legal services and expert services
unrelated to the audit; and (ix) any other service the Public Company
Accounting Oversight Board determines, by regulation, is impermissible.

Pre-approval by the Committee of any permissible non-audit services is
not required so long as: (i) the aggregate amount of all such permissible
non-audit services provided to the Fund, UBS Global and any service
providers controlling, controlled by or under common control with UBS
Global that provide ongoing services to the Fund ("Covered Service
Providers") constitutes not more than 5% of the total amount of revenues
paid to the independent auditors (during the fiscal year in which the
permissible non-audit services are provided) by (a) the Fund, (b) its
investment adviser and (c) any entity controlling, controlled by, or
under common control with the investment adviser that provides ongoing
services to the Fund during the fiscal year in which the services are
provided that would have to be approved by the Committee; (ii) the
permissible non-audit services were not recognized by the Fund at the
time of the engagement to be non-audit services; and (iii) such services
are promptly brought to the attention of the Committee and approved by
the Committee (or its delegate(s)) prior to the completion of the audit.

E-2

including the delegation of some or all of the Committee's pre-approval
responsibilities to other persons (other than UBS Global or the Fund's
officers).

3. Discuss with the independent auditors any disclosed relationships or
services that may diminish the objectivity and independence of the
independent auditors; receive periodic reports from the independent
auditors regarding the independent auditors' independence (including
receiving the independent auditors' specific representations as to
independence consistent with current statements of the Independence
Standards Board); and discuss such reports with the independent
auditors, and, if so determined by the Committee, recommend that the
Board take appropriate action to ensure the independence of the
independent auditors.

4. Review, in consultation with the independent auditors, the scope of the
Fund's proposed audit each year, including the audit procedures to be
utilized, and certain other matters in connection with the Fund's
financial statements.

5. Inquire of UBS Global and the independent auditors as to the Fund's
qualification under Subchapter M of the Internal Revenue Code and
amounts distributed and reported to shareholders for Federal tax
purposes.

6. [Closed-end Funds only] Review and discuss the Fund's audited annual
financial statements and unaudited semiannual reports with UBS Global
and, in the case of the audited financials, the independent auditors,
including the Fund's disclosure of management's discussion of Fund
performance.

7. Review with the independent auditors any problems or difficulties the
auditors may have encountered during the conduct of the audit, relating
to the conduct of the audit, including any matters required to be
discussed pursuant to Statement of Auditing Standards No. 61, or any
subsequent Statement, and management's response.

8. Ensure that the independent auditors submit on a periodic basis to the
Committee a formal written statement delineating all relationships of
the auditors consistent with Independence Standards Board Standard
No. 1, or any subsequent Statement.

9. Review, in consultation, as appropriate, with the independent auditors
and Fund service providers, matters relating to internal controls and
disclosure controls and procedures at the Fund and at the Fund's service
providers.

E-3

10. Request, receive and/or review from the independent auditors such other
materials as deemed necessary or advisable by the Committee in the exercise
of its duties under this charter; such materials may include, without
limitation, any other material written communications bearing on the Fund's
financial statements, or internal or disclosure controls, between the
independent auditors and the Fund, UBS Global, the Fund's sub-adviser(s),
if any, or other Fund service providers, such as any management letter or
schedule of unadjusted differences, and any comment or "deficiency" letter
received from a regulatory or self-regulatory organization addressed to the
Fund, UBS Global or the Fund's sub-adviser(s), if any, that relates to
services rendered to the Fund.

11. Establish procedures for the receipt, retention and treatment of complaints
that the Fund may receive regarding Fund accounting, internal accounting
controls or auditing matters, including procedures (set forth on
Appendix C hereto) for the confidential, anonymous submission by Fund
officers or employees and the Fund's investment adviser (including
sub-advisers, if any), administrator(s), principal underwriter or any other
provider of accounting-related services for the Fund of concerns regarding
questionable accounting or auditing matters related to the Fund.

12. Request that the independent auditors report to the Committee on any
unusual items or matters discovered during the course of any semi-annual or
other reviews.

13. [Closed-end Funds only] Consider and, if appropriate, recommend the
publication of the Fund's annual audited financial statements in the Fund's
annual report in advance of the printing and publication of the annual
report, based on its review and discussions of such annual report with the
independent auditors, the Fund's officers and UBS Global; and prepare the
audit committee report required to be included in the Fund's proxy
statement for its annual meeting of shareholders.

14. [Closed-end Funds only] At least annually, obtain and review a report by
the Fund's independent auditors describing (i) the independent auditors'
internal quality-control procedures; (ii) any material issues raised by the
most recent internal quality-control review, or peer review, of the
independent auditors, or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years, respecting one
or more independent audits carried out by the independent auditors, and any
steps taken to deal with such issues; and (iii) (to assess the independent
auditors' independence) all relationships between the independent auditor
and the Fund.

E-4

15. [Closed-end Funds only] Discuss in general the Fund's periodic earnings
releases, as well as any financial information and earnings guidance
provided to analysts and rating agencies.

16. [Closed-end Funds only] Discuss policies with respect to risk assessment
and risk management.

17. [Closed-end Funds only] Review hiring policies of UBS Global and the Fund,
if any, for employees and former employees of the Fund's independent
auditors.

18. [Closed-end Funds only] Prepare an annual performance evaluation of the
Committee for the Board's review.

19. Review and reassess the adequacy of this Charter annually and recommend any
proposed changes to the Board for approval.

In performing its duties, the Committee shall be provided by UBS Global, the
Fund's sub-advisor(s), if any, or the Fund, as applicable, with such
information, data and services as the Committee shall request to discharge its
duties and responsibilities, shall consult as it deems appropriate with the
members of the Board, officers and employees of the Fund, UBS Global, the Fund's
sub-advisor(s), if any, the Fund's counsel and the Fund's other service
providers and, as it determines necessary to carry out its duties and at the
Fund's expense, may engage outside advisors and consultants. In carrying out its
functions, the Committee shall meet separately, periodically, with management
and with the Fund's independent auditors. The Fund shall provide appropriate
funding for the Committee to carry out its duties and responsibilities.

COMPOSITION

The Committee shall have a minimum of three members and shall be composed of
a number of Board members, each of whom has been determined not to be an
"interested person," as that term is defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended ("1940 Act"), of the Fund (the
"Independent Board Members"), as the Board shall determine from time to time.
Each member of the Committee must also meet the independence and experience
requirements as set forth in Sections 303A.07(a) and 303.01(b)(2)(a) of the New
York Stock Exchange's Listed Company Manual, in each case as applicable to
closed-end Funds. The Committee shall elect a chairperson, who shall preside
over Committee meetings (the "Chairperson"). The Chairperson shall serve for a
term of three years, which term may be renewed from time to time.(2)

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

2 In the case of a newly-organized UBS fund, the Chairperson(1)s term will be
coterminous with those of the other UBS funds listed on Schedule A, even if
such term is shorter than three years.

E-5

In addition, the Board shall use its best efforts to ensure that at least
one member of the Committee is an "audit committee financial expert," as
determined under the rules of the Securities and Exchange Commission.
Appendix B sets forth the audit committee financial expert requirements as of
the date of this amended and restated Charter. In the event that the Committee
does not have at least one such audit committee financial expert, the nominating
committee of the Board shall endeavor to identify and recommend to the Board a
candidate that meets such requirements or, in the event the Board does not, at
such time, have a nominating committee, the Board shall designate the
Independent Board Members as a committee to identify and recommend to the Board
a candidate that meets such requirements.

For those Funds listed on the NYSE, no member of the Committee may serve on
the audit committees of more than three public companies, including all Funds
managed by UBS Global (deemed for these purposes to be a single public company),
unless the Board determines that such simultaneous service would not impair the
ability of such member to serve on the Committee effectively.

MEETINGS

The Committee shall meet on a regular basis, but not less frequently than
twice a year. Special meetings may also be held upon reasonable notice to the
members of the Committee. An agenda shall be established for each meeting.
Additional meetings shall be called as circumstances require. The Committee may
request any officer or employee of the Fund, the Fund's counsel, UBS Global, the
Fund's sub-adviser(s), if any, the Fund's independent auditors or other
interested persons to attend a meeting of the Committee or to meet with any
members of, or consultants to, the Committee. The Committee will meet with the
Fund's independent auditors at least once a year outside the presence of the
Fund's officers and other parties. The Committee may, in its discretion, also
meet outside the presence of the Fund's officers and other parties at other
times. Meetings of the Committee may be held in person, by telephone or by other
appropriate means.

One-third of the Committee's members shall constitute a quorum. At any
meeting of the Committee, the decision of a majority of the members present and
voting shall be determinative as to any matter submitted to a vote.

REPORTING

The Chairperson shall report to the Board on the result of its deliberations
and make such recommendations as deemed appropriate.

E-6

LIMITS ON ROLE OF COMMITTEE

While the Committee has the duties and responsibilities set forth in this
Charter, the Committee is not responsible for planning or conducting the Fund's
audit or for determining whether the Fund's financial statements are complete
and accurate and are in accordance with generally accepted accounting
principles. In fulfilling their responsibilities hereunder, it is recognized
that the members of the Committee are not full-time employees of the Fund, it is
not the duty or the responsibility of the Committee or its members to conduct
"field work" or other types of auditing or accounting reviews or procedures or
to set auditor independence standards, and each member of the Committee shall be
entitled to rely on (a) the integrity of those persons within and outside the
Fund from which it receives information; (b) the accuracy of the financial and
other information provided to the Committee absent actual knowledge to the
contrary (which shall be promptly reported to the Board); and (c) statements
made by the officers and employees of the Fund, UBS Global or other third
parties as to any information technology, internal audit and other non-audit
services provided by the independent auditors to the Fund. The review of the
Fund's financial statements by the Committee is not of the same quality as the
audit performed by the independent auditors.

In carrying out its responsibilities, the Committee's policies and
procedures shall be adapted, as appropriate, in order to best react to a
changing environment.

AMENDMENTS

This Charter may be amended by a vote of a majority of the Board members.

E-7

Appendix A

UBS Managed Municipal Trust
UBS Series Trust
UBS Investment Trust
UBS Index Trust
UBS Municipal Money Market Series
UBS Money Series
UBS PACE Select Advisors Trust
UBS Cashfund Inc.
UBS RMA Money Fund Inc.
UBS RMA Tax-Free Fund Inc.
UBS Master Series, Inc.
*Strategic Global Income Fund, Inc.
*Global High Income Dollar Fund Inc.
*Investment Grade Municipal Income Fund Inc.
*Insured Municipal Income Fund Inc.
*Managed High Yield Plus Fund Inc.

*Closed-end Funds. The duties and responsibilities of any provision applicable
exclusively to closed-end funds apply to these funds only.

E-8

Appendix B

AUDIT COMMITTEE FINANCIAL EXPERT REQUIREMENTS

An "audit committee financial expert" is a person who has the following
attributes:

an understanding of generally accepted accounting principles and
financial statements;

the ability to assess the general application of such principles in
connection with the accounting for estimates, accruals and reserves;

experience preparing, auditing, analyzing or evaluating financial
statements that present a breadth and level of complexity of accounting
issues that are generally comparable to the breadth and complexity of
issues that can reasonably be expected to be raised by the registrant's
financial statements, or experience actively supervising one or more
persons engaged in such activities;

an understanding of internal controls and procedures for financial
reporting; and

an understanding of audit committee functions.

A person must have acquired such attributes through one or more of the
following:

education and experience as a principal financial officer, principal
accounting officer, controller, public accountant or auditor or
experience in one or more positions that involve the performance of
similar functions;

experience actively supervising a principal financial officer, principal
accounting officer, controller, public accountant, auditor or person
performing similar functions;

experience overseeing or assessing the performance of companies or
public accountants with respect to the preparation, auditing or
evaluation of financial statements; or

other relevant experience.

E-9

Appendix C

POLICIES OF THE AUDIT COMMITTEE
REGARDING CONCERNS OR COMPLAINTS RELATING TO
ACCOUNTING, INTERNAL ACCOUNTING CONTROLS OR
AUDITING MATTERS OR OTHER MATTERS RELATING
TO THE OPERATIONS OF THE FUND

INTRODUCTION

The following policies are adopted by the Board of each fund ("Fund")
advised by UBS Global Asset Management (US) Inc. ("UBS Global AM") listed on
Appendix A to the Fund's Audit Committee Charter ("Charter").

These policies shall constitute an amendment to, and a part of, the Charter
and shall be designated as Appendix C to the Charter. These policies constitute
the procedures to be established pursuant to Item 10 of "Duties and
Responsibilities--Audit Oversight" in the Charter; however, the Board has
decided to extend the benefit of these policies to all Funds, not just those
exchange-listed Funds that are required to establish such procedures pursuant to
Section 301 of the Sarbanes-Oxley Act and Rule 303A of the New York Stock
Exchange Inc. Listed Company Manual.

These policies establish (1) procedures for the receipt, retention and
treatment of complaints received by the Fund (including Fund officers) regarding
accounting, internal accounting controls or auditing matters or other matters
relating to the operations of the Fund, (2) procedures for the confidential,
anonymous submission of concerns regarding questionable accounting or auditing
matters by employees of the investment adviser (and sub-advisor, if applicable),
administrator (and sub-administrator, if applicable), principal underwriter (if
any), or any other provider of accounting related services for the Fund (each a
"Service Provider") and (3) protections for such persons bringing complaints or
concerns to the attention of the Board's Audit Committee (the "Committee").

REPORTING

It is expected that all board members and officers, as well as employees of
each Service Provider, will report promptly any concerns or complaints regarding
accounting, internal accounting controls or auditing matters or other matters
relating to the operations of the Fund. Employees of Service Providers
(including Fund officers) should first consider exhausting any internal
reporting mechanisms at their firm before directly contacting the Chairperson of
the Committee (or in the event of a potential conflict involving such person,
any

E-10

other member of the Committee). If such a person does not receive a satisfactory
response within a reasonable period of time, or if he or she believes that
utilizing internal reporting mechanisms would be futile or otherwise
undesirable, he or she should (1) in the case of Service Providers under the
supervision of UBS Global AM (e.g., State Street Bank and Trust or PFPC, Inc.),
contact UBS Global AM via the "ethics hotline" and/or mailbox referenced below
(unless such person believes that using such "ethics hotline" and/or mailbox
would be futile or otherwise undesirable, in which case he or she should report
concerns as directed in the remainder of this sentence); or (2) in the case of
all other persons, contact the Chairperson of the Committee directly (or in the
event of a potential conflict involving such person, any other member of the
Committee).

The Committee requests that each Service Provider promptly inform it of
complaints or concerns received from its employees pursuant to these or any
similar policies it may have if such complaints or concerns are reasonably
believed to relate to accounting, internal accounting controls or auditing
matters or other matters relating to the operations of the Fund.

The Committee directs UBS Global AM to communicate these policies to its
primary contact(s) at each other Service Provider. Each Service Provider,
including UBS Global AM, shall be directed to make these methods by which
complaints or concerns can be communicated known to its employees who are
primarily involved in accounting, internal accounting controls or auditing
matters or other matters relating to the operations of the Fund that could
reasonably be expected to impact the Fund. If any Service Provider refuses such
request, UBS Global AM shall notify the Committee of the Service Provider's
reasons for non-cooperation, and the Committee shall recommend to the Board such
actions as it believes appropriate.

NON RETALIATION

The Fund prohibits any form of retaliation being taken against any board
member or officer, and shall request that each Service Provider not take any
form of retaliation against its employees, as a result of such person lawfully
engaging in any of the following "Covered Activities":

1. reporting concerns or complaints regarding accounting, internal
accounting controls or auditing matters or other matters relating to the
operations of the Fund; or

2. assisting in an internal or external investigation conducted by the Fund
or a Service Provider regarding such concerns or complaints; or

3. filing, testifying, participating or otherwise assisting in a criminal
or regulatory proceeding relating to the Fund or a Service Provider.

E-11

To the extent possible, the Board shall seek assurances from Service
Providers that they shall not discharge, demote, suspend, threaten, harass, or
in any other manner discriminate against an employee in the terms and conditions
of his or her employment because such employee has made a report of a concern or
complaint or engaged in any other Covered Activities under these policies. In
addition, the Board shall seek assurances from Service Providers that they shall
not knowingly, with the intent to retaliate, take any action harmful to any
employee, including interference with the lawful employment or livelihood of any
person, for providing to a law enforcement officer any truthful information
relating to the commission or possible commission of any crime.

CONFIDENTIALITY

Reasonable efforts will be made to keep a reporting person's identity
confidential. In certain circumstances, however, it may be possible that in the
course of the investigation, facts must be disclosed that would require the
identity of the reporting person to be disclosed. Accordingly, in such
circumstances, it is not possible to give a blanket guarantee of
confidentiality. However, the Committee shall take all reasonable steps (and ask
its Service Providers to make reasonable efforts) to attempt to safeguard the
submission of information on a confidential basis.

A Fund Person or Service Provider employee may submit information
anonymously to the Committee through a letter addressed directly to the Chairman
of the Committee (or in the event of a potential conflict involving such person,
to any other member of the Committee at the Chairman's (or other Committee
member's) address as specified in the Fund's Annual Report to Shareholders. The
Committee recognizes that certain Service Providers have established their own
procedures for the confidential, anonymous receipt of concerns or complaints and
requests that Service Providers promptly report to the Committee any concerns or
complaints relating to the matters discussed herein.

ETHICS HOTLINE & MAILBOX

Where circumstances preclude the use of conventional channels, UBS Global AM
has established an ethics hotline and a physical mailbox to facilitate the
confidential, anonymous submission of concerns regarding potential legal/
regulatory violations and questionable accounting or auditing matters or other
matters relating to the operations of a Fund or other ethical dilemmas. The
hotline is available for leaving a voicemail message 24-hours a day, seven days
a week. In order to protect confidentiality, only the UBS Global AM General
Counsel and Chief Compliance Officer will be authorized to retrieve messages.
Please utilize the hotline and the mailbox only for this stated purpose. The
ethics hotline number is 866-237 1851. Written submissions should be addressed

E-12

to: UBS Global Asset Management (US) Inc., Attn: ETHICS, 51 West 52nd Street,
New York, NY 10019-6114.

BREACH OF THIS POLICY

Retaliatory conduct which amounts to a breach of this policy could result in
criminal or regulatory sanctions or civil liability or have an adverse effect on
the Fund's or a Service Provider's reputation. As a result, a breach of this
policy may constitute gross misconduct and may result in disciplinary action up
to and including dismissal from service as a board member or officer, or with
respect to a Service Provider, the Board's decision to terminate any Fund
contracts or other relationships with the Service Provider.

RETENTION AND TREATMENT OF INFORMATION REGARDING CONCERNS AND COMPLAINTS

The Committee minutes shall reflect the receipt, retention and treatment of
information received pursuant to this policy. The Committee shall have the power
to obtain the resources it deems necessary and appropriate to investigate any
information regarding such concerns or complaints, including obtaining the
assistance of special counsel, auditors or other advisors or consultants to
assist it in carrying out its responsibilities.

(May 2004)

E-13

EXHIBIT F

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

AMENDED AND RESTATED AS OF NOVEMBER 10, 2004

ESTABLISHMENT AND PURPOSE

This document serves as the Charter for the Nominating and Corporate Governance
Committee (the "Committee") of the Board of each fund (the "Fund") advised by
UBS Global Asset Management (US) Inc. ("UBS Global") listed on Appendix A hereto
(each such Charter being a separate Charter). The primary purposes of the
Committee are to (a) identify individuals qualified to serve as members of the
Board of Directors/Trustees (the "Board") of each Fund; (b) make recommendations
to the Board on the composition of the Board; (c) recommend committee
assignments and responsibilities to the Board; (d) make recommendations to the
Board regarding corporate governance matters and responsibilities; and
(e) periodically assess the functioning of the Board and its committees
(including the Committee).

COMPOSITION

1. The Committee shall consist of three or more Board members who are not
"interested persons" of the Fund, as that term is defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended
("1940 Act"), of the Fund (the "Independent Board Members"). Each member
of the Committee must also meet the independence and experience
requirements applicable to closed-end funds as they may be adopted and
modified from time to time by the New York Stock Exchange (the "NYSE").
Each Committee member shall serve until a successor to such member is
duly elected or qualified or until such member's resignation or removal
from the Board or the Committee.

2. The Committee shall elect a chairperson (the "Chairperson") of the
Committee, who shall preside over Committee meetings.

3. The compensation of the Chairperson and the Committee members shall be
as determined by the Board.

NOMINATION AND APPOINTMENT POLICY

1. The Committee believes that it is in the best interests of the Fund and
its shareholders to obtain highly-qualified candidates to serve as
members of the Board.

2. In nominating candidates, the Committee believes that no specific
qualifications or disqualifications are controlling or paramount, or
that

F-1

specific qualities or skills are necessary for each candidate to
possess. The Committee shall take into consideration such factors as it
deems appropriate. These factors may include:

- whether or not the person is an "interested person" as defined in
the 1940 Act, meets the independence and experience requirements of
the NYSE cited above and is otherwise qualified under applicable
laws and regulations to serve as a member of the Board;

- whether or not the person has any relationships that might impair
his or her independence, such as any business, financial or family
relationships with Fund management, the investment advisor and/or
sub-advisors of the Fund, Fund service providers or their
affiliates;

- whether or not the person is willing to serve, and willing and able
to commit the time necessary for the performance of the duties of a
Board member;

- the person's judgment, skill, diversity and experience with
investment companies and other organizations of comparable purpose,
complexity and size and subject to similar legal restrictions and
oversight,

- the interplay of the candidate's experience with the experience of
other Board members; and

- the extent to which the candidate would be a desirable addition to
the Board and any committees thereof.

3. While the Committee is solely responsible for the selection and
recommendation to the Board of Board candidates, the Committee will
consider nominees recommended by Fund shareholders if a vacancy occurs
among those Board members who are Independent Board Members. Such
recommendations shall be directed to the Secretary of the Fund at such
address as is set forth in the Fund's disclosure documents. The
shareholder's letter should state the nominee's name and should include
the nominee's resume or curriculum vitae, and must be accompanied by a
written consent of the individual to stand for election if nominated for
the Board and to serve if elected by shareholders. The Committee may
also seek such additional information about the nominee as it considers
appropriate, including information relating to such nominee that is
required to be disclosed in solicitations or proxies for the election of
Board members.

F-2

4. The Committee may from time to time establish specific requirements
and/or additional factors to be considered for Board candidates as it
deems necessary or appropriate.

DUTIES AND RESPONSIBILITIES

1. The Committee shall identify individuals believed to be qualified to
become Board members and recommend to the Board the nominees to either
(i) be elected by the Board or (ii) stand for election as Board members
at the annual or special meeting of shareholders, as applicable.

2. The Committee shall be responsible for reviewing with the Board the
requisite skills and criteria for new Board members as well as the
composition of the Board as a whole.

3. The Committee shall review, as it deems necessary, and make
recommendations with regard to the tenure of the Board members,
including, as it deems necessary, any term limits and mandatory
retirement age.

4. The Committee shall review, as it deems necessary, and make
recommendations to the Board with regard to the compensation of Board
and committee chairpersons.

5. The Committee shall have the authority to retain and terminate any
search firm to be used to identify Board nominees, subject to the
Board's sole authority to approve the search firm's fees and other
retention terms.

6. The Committee shall be responsible for overseeing an annual evaluation
of the Board and its committees to determine whether the Board and its
committees are functioning effectively. The Committee shall determine
the nature of the evaluation, supervise the conduct of the evaluation
and prepare a summary of the performance of the Board and its
committees, to be discussed with the Board.

7. The Committee shall have any other duties or responsibilities expressly
delegated to the Committee by the Board from time to time relating to
(a) the nomination of the Board or any committee members, (b) corporate
governance matters and (c) Board and committee evaluation matters.

SUBCOMMITTEES

1. The Committee shall have the authority to delegate all or a portion of
its duties and responsibilities to a subcommittee of the Committee.

F-3

MEETINGS

1. The Committee shall meet at such times as it deems necessary or
appropriate to carry out its duties. Meetings of the Committee may be
held in person, by telephone or by other appropriate means. The
Committee may also take action by unanimous written consent.

2. One-half of the Committee's members shall constitute a quorum, if at
least two members are present. At any meeting of the Committee, the
decision of a majority of the members present and voting shall be
determinative as to any matter submitted to a vote.

3. The Committee shall keep written minutes of its meetings, which minutes
shall be maintained within the books and records of the Fund, and the
Committee shall report to the Board on its meetings.

4. The Committee shall, from time to time as it deems appropriate, review
and reassess the adequacy of this Charter and recommend any proposed
changes to the Board for approval.

5. The Committee shall have the resources and authority to make reasonable
expenditures, including expenditures to retain any experts and counsel
related to the aforementioned duties and tasks that will be reimbursed
by the Fund.

REPORTING

1. The Chairperson shall report to the Board on the result of the
Committee's deliberations and make such recommendations as deemed
appropriate.

AMENDMENTS

1. This Charter may be amended by a vote of a majority of the Board
members.

F-4

Schedule A

UBS Managed Municipal Trust
UBS Series Trust
UBS Investment Trust
UBS Index Trust
UBS Municipal Money Market Series
UBS Money Series
UBS PACE Select Advisors Trust
UBS Cashfund Inc.
UBS RMA Money Fund Inc.
UBS RMA Tax-Free Fund Inc.
UBS Master Series, Inc.
Strategic Global Income Fund, Inc.
Global High Income Dollar Fund Inc.
Investment Grade Municipal Income Fund Inc.
Insured Municipal Income Fund Inc.
Managed High Yield Plus Fund Inc.

F-5

EXHIBIT G

AUDIT FEES PAID TO FUND AUDITORS

AUDIT FEES PAID FOR AUDIT FEES PAID FOR
MOST RECENT FISCAL SECOND MOST RECENT
FUND YEAR* FISCAL YEAR*
---- ------------------- -------------------

GLOBAL HIGH INCOME...................... $51,400 $46,100
INSURED MUNICIPAL....................... 37,300 45,650
INVESTMENT GRADE MUNICIPAL.............. 28,600 36,750
MANAGED HIGH YIELD...................... 67,300 40,300
STRATEGIC GLOBAL........................ 51,400 47,300

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

* The fiscal year end for each Fund is listed in Exhibit B.

G-1

EXHIBIT H

AUDIT-RELATED FEES PAID TO FUND AUDITORS

AUDIT-RELATED FEES AUDIT-RELATED FEES
PAID FOR MOST PAID FOR SECOND
RECENT FISCAL MOST RECENT FISCAL
FUND YEAR* YEAR*
---- ------------------ ------------------

GLOBAL HIGH INCOME...................... $ 3,712 $ 3,500
INSURED MUNICIPAL....................... 12,500 15,618
INVESTMENT GRADE MUNICIPAL.............. 7,712 12,693
MANAGED HIGH YIELD...................... 20,500 21,618
STRATEGIC GLOBAL........................ 3,712 3,500

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

* The fiscal year end for each Fund is listed in Exhibit B.

H-1

EXHIBIT I

TAX FEES PAID TO FUND AUDITORS

TAX FEES PAID FOR TAX FEES PAID FOR
MOST RECENT FISCAL SECOND MOST RECENT
FUND YEAR* FISCAL YEAR*
---- ------------------ ------------------

GLOBAL HIGH INCOME...................... $9,775 $9,200
INSURED MUNICIPAL....................... 2,600 9,700
INVESTMENT GRADE MUNICIPAL.............. 8,950 11,400
MANAGED HIGH YIELD...................... 11,050 15,100
STRATEGIC GLOBAL........................ 11,980 11,300

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

* The fiscal year end for each Fund is listed in Exhibit B.

I-1

EXHIBIT J

AGGREGATE NON-AUDIT FEES PAID TO FUND AUDITORS

AGGREGATE NON-AUDIT FEES AGGREGATE NON-AUDIT FEES
PAID FOR MOST RECENT PAID FOR SECOND MOST RECENT
FISCAL YEAR* FISCAL YEAR*
-------------------------- ----------------------------
ON BEHALF OF ON BEHALF OF
THE FUND'S THE FUND'S
INVESTMENT INVESTMENT
ADVISOR AND ADVISOR AND
ANY ENTITY ANY ENTITY
CONTROLLING, CONTROLLING,
CONTROLLED CONTROLLED
BY, OR UNDER BY, OR UNDER
COMMON COMMON
CONTROL WITH CONTROL WITH
THE THE
INVESTMENT INVESTMENT
ADVISOR THAT ADVISOR THAT
PROVIDES PROVIDES
ONGOING ONGOING
ON BEHALF OF SERVICES TO ON BEHALF OF SERVICES TO
FUND THE FUND THE FUND THE FUND THE FUND
---- ------------ ------------ ------------ ------------

GLOBAL HIGH INCOME............ $13,487 $2,894,820 $12,700 $3,434,698
INSURED MUNICIPAL............. 15,100 120,780 25,318 411,000
INVESTMENT GRADE MUNICIPAL.... 16,662 53,500 24,093 486,000
MANAGED HIGH YIELD............ 31,550 128,500 36,718 411,000
STRATEGIC GLOBAL.............. 15,692 3,021,983 14,800 3,357,841

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

* The fiscal year end for each Fund is listed in Exhibit B.

J-1

EXHIBIT K

SCHEDULE OF BOARD, AUDIT COMMITTEE
AND
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE MEETINGS

NUMBER OF
MEETINGS
OVER THE
FUND'S
FISCAL
FUND YEAR*
---- ---------

GLOBAL HIGH INCOME
Board........................................... 7
Audit Committee................................. 7
Nominating and Corporate Governance Committee... 5
INSURED MUNICIPAL
Board........................................... 8
Audit Committee................................. 6
Nominating and Corporate Governance Committee... 3
INVESTMENT GRADE MUNICIPAL
Board........................................... 5
Audit Committee................................. 6
Nominating and Corporate Governance Committee... 6
MANAGED HIGH YIELD
Board........................................... 9
Audit Committee................................. 7
Nominating and Corporate Governance Committee... 5
STRATEGIC GLOBAL
Board........................................... 6
Audit Committee................................. 7
Nominating and Corporate Governance Committee... 5

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

* The fiscal year end for each Fund is listed in Exhibit B.

K-1

EXHIBIT L

LENGTH OF SERVICE OF ERNST & YOUNG

LENGTH OF
FUND SERVICE
---- ---------

GLOBAL HIGH INCOME................................ Since 2001
INSURED MUNICIPAL................................. Since Inception
INVESTMENT GRADE MUNICIPAL........................ Since 2001
MANAGED HIGH YIELD................................ Since Inception
STRATEGIC GLOBAL.................................. Since Inception

L-1

PROXY STATEMENT

------------------------
NOTICE OF
SHAREHOLDERS MEETINGS
TO BE HELD ON
FEBRUARY 3, 2006
AND
PROXY STATEMENT
------------------------

PROXY
ZIGC22

COMMON STOCK
PROXY

INVESTMENT GRADE MUNICIPAL INCOME FUND INC.

ANNUAL MEETING OF SHAREHOLDERS - FEBRUARY 3, 2006

The undersigned hereby appoints as proxies Keith A. Weller and Cynthia
Carney and each of them (with full 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, THE PROXY SHALL BE DEEMED TO GRANT
AUTHORITY TO VOTE "FOR" ALL PROPOSALS. THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF INVESTMENT GRADE MUNICIPAL INCOME 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 8586, Edison, NJ
08818-9452. PFPC Inc, has been engaged to forward the enclosed proxy material
and to tabulate proxies returned by mail.

ZIGC21

| 4996
|
----

/X/ PLEASE MARK
VOTE AS IN
THIS EXAMPLE.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS.

1. To elect as directors:

NOMINEES: (01) Richard Q. Armstrong, (02) David J. Beaubien,
(03) Alan S. Bernikow, (04) Bernard H. Garil and
(05) Heather Richardson Higgins

FOR WITHHOLD
ALL / / / / FROM ALL
NOMINEES NOMINEES

/ / __________________________________________
For all nominees except as noted above.

Mark box at right if an address change or / /
comment has been noted on this card.

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 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.

Signature:
(if held jointly) _____________ Date: _____ Signature: ____________ Date: ______

DETACH HERE ZINC32

COMMON STOCK
PROXY

INSURED MUNICIPAL INCOME FUND INC.

SPECIAL MEETING OF SHAREHOLDERS - FEBRUARY 3, 2006

The undersigned hereby appoints as proxies Keith A. Weller and Cynthia
Carney 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 INSURED MUNICIPAL INCOME 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 8586, Edison, NJ 08818-9452. PFPC Inc.
has been engaged to forward the enclosed proxy material and to tabulate proxies
returned by mail.

INSURED MUNICIPAL INCOME FUND INC.
Proxy Services
C/O PFPC Inc.
P.O. Box 8586
Edison, NJ 08818-9452

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZINC31

| 4997
|
----

/X/ PLEASE MARK
VOTE AS IN
THIS EXAMPLE.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"

1. To elect as directors:

NOMINEES: (01) Richard Q. Armstrong, (02) David J. Beaubien,
(03) Alan S. Bernikow, (04) Bernard H. Garil and
(05) Heather Richardson Higgins

FOR WITHHOLD
ALL / / / / FROM ALL
NOMINEES NOMINEES

/ / ___________________________________________
For all nominees except as written above.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /

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.

Signature:
(if held jointly) _____________ Date: _____ Signature: ____________ Date: ______

DETACH HERE ZSGI42

COMMON STOCK
PROXY

STRATEGIC GLOBAL INCOME FUND, INC.

ANNUAL MEETING OF SHAREHOLDERS - FEBRUARY 3, 2006

YOUR VOTE IS IMPORTANT

STRATEGIC GLOBAL
INCOME FUND, INC.
C/O PFPC INC.
P.O. BOX 8586
EDISON, NJ 08818-8586

DETACH HERE ZSGI41

| 4989
|
----

/X/ PLEASE MARK
VOTE AS IN
THIS EXAMPLE.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"

1. To elect as directors:

NOMINEES: (01) Richard Q. Armstrong, (02) David J. Beaubien,
(03) Alan S. Bernikow, (04) Richard R. Burt,
(05) Meyer Feldberg, (06) Bernard H. Garil and
(07) Heather Richardson Higgins

FOR WITHHOLD
ALL / / / / FROM ALL
NOMINEES NOMINEES

/ / __________________________________________
For all nominees except as written above.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /

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.

Signature:
(if held jointly) _____________ Date: _____ Signature: ____________ Date: ______

DETACH HERE ZMHY72

PROXY

MANAGED HIGH YIELD PLUS FUND INC.

SPECIAL MEETING OF SHAREHOLDERS - FEBRUARY 3, 2006

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 8586, Edison, NJ 08818-9452. PFPC Inc.
has been engaged to forward the enclosed proxy material and to tabulate proxies
returned by mail.

MANAGED HIGH YIELD
PLUS FUND INC.
C/O PFPC INC.
P.O. BOX 8586
EDISON, NJ 08818-9452

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZMHY71

| 4994
|
----

/X/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"

1. To elect as directors:

NOMINEES: (01) Richard Q. Armstrong, (02) David J. Beaubien,
(03) Alan S. Bernikow, (04) Richard R. Burt,
(05) Meyer Feldberg, (06) Bernard H. Garil and
(07) Heather Richardson Higgins

FOR WITHHOLD
ALL / / / / FROM ALL
NOMINEES NOMINEES

/ / ___________________________________________
For all nominee(s) except as written above.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /

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.

Signature:
(if held jointly) _____________ Date: _____ Signature: ____________ Date: ______

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZGHI92

COMMON STOCK
PROXY

GLOBAL HIGH INCOME DOLLAR FUND INC.

ANNUAL MEETING OF SHAREHOLDERS - FEBRUARY 3, 2006

YOUR VOTE IS IMPORTANT

GLOBAL HIGH INCOME
DOLLAR FUND, INC.
C/O PFPC INC.
P.O. BOX 8586
EDISON, NJ 08818-9452

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZGHI91

| 4993
|
----

/X/ PLEASE MARK
VOTE AS IN
THIS EXAMPLE.

THE BOARD OF DIRECTORS RECOMMENDS VOTE "FOR"

1. To elect as directors:

NOMINEES: (01) Richard Q. Armstrong, (02) David J. Beaubien, (03) Alan
S. Bernikow, (04) Richard R. Burt, (05) Meyer Feldberg,
(06) Bernard H. Garil and (07) Heather Richardson Higgins

FOR WITHHOLD
ALL / / / / FROM ALL
NOMINEES NOMINEES

/ / _________________________________________
For all nominees except as written above.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /

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.

Signature:
(if held jointly) _____________ Date: _____ Signature: ____________ Date: ______

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

ZINM62

APS
PROXY

INSURED MUNICIPAL INCOME FUND INC.

SPECIAL MEETING OF SHAREHOLDERS - FEBRUARY 3, 2006

The undersigned hereby appoints as proxies Keith A. Weller and Cynthia
Carney and each of them (with power of substitution) to vote for the undersigned
all shares of preferred 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 INSURED MUNICIPAL INCOME FUND INC.

YOUR VOTE IS IMPORTANT

INSURED MUNICIPAL INCOME FUND INC.
PROXY SERVICES
C/O PFPC INC.
P.O. BOX 8586
EDISON, NJ 08818-9452

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZINM61

| 4997
|
----

/X/ PLEASE MARK
VOTE AS IN
THIS EXAMPLE.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"

1. To elect as directors:

NOMINEES: (01) Richard Q. Armstrong, (02) David J. Beaubien, (03) Alan
S. Bernikow, (04) Richard R. Burt, (05) Meyer Feldberg,
(06) Bernard H. Garil and (07) Heather Richardson Higgins

FOR WITHHOLD
ALL / / / / FROM ALL
NOMINEES NOMINEES

/ / _________________________________________
For all nominees except as written above.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /

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.

Signature:
(if held jointly) _____________ Date: _____ Signature: ____________ Date: ______

PROXY

ZIGP52

PREFERRED STOCK
PROXY

INVESTMENT GRADE MUNICIPAL INCOME FUND INC.

ANNUAL MEETING OF SHAREHOLDERS - FEBRUARY 3, 2006

The undersigned hereby appoints as proxies Keith A. Weller and Cynthia
Carney and each of them (with full power of substitution) to vote for the
undersigned all shares of preferred 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 INSURED MUNICIPAL INCOME 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 8586, Edison, NJ
08818-9452. PFPC Inc. has been engaged to forward the enclosed proxy material
and to tabulate proxies returned by mail.

INVESTMENT GRADE MUNICIPAL INCOME FUND INC.
PROXY SERVICES
C/O PFPC INC.
P.O. BOX 8586
EDISON, NJ 08818-9452

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZIGP51

| 4996
|
----

/X/ PLEASE MARK
VOTE AS IN
THIS EXAMPLE.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"

1. To elect as directors:

NOMINEES: (01) Richard Q. Armstrong, (02) David J. Beaubien, (03) Alan
S. Bernikow, (04) Richard R. Burt, (05) Meyer Feldberg,
(06) Bernard H. Garil and (07) Heather Richardson Higgins

FOR WITHHOLD
ALL / / / / FROM ALL
NOMINEES NOMINEES

/ / _________________________________________
For all nominees except as written above.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /

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.

Signature:
(if held jointly) _____________ Date: _____ Signature: ____________ Date: ______