Edgar Filing: GLOBAL HIGH INCOME DOLLAR 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

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 Rule 14a-12

GLOBAL HIGH INCOME DOLLAR FUND INC.
(Name of Registrant as Specified in its Charter)

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

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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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.

(1) Amount Previously Paid:

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

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(3) Filing Party:

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(4) Date Filed:

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GLOBAL HIGH INCOME DOLLAR FUND INC.

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NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS

February 17, 2005

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TO THE SHAREHOLDERS:

The annual meeting of shareholders of Global High Income Dollar Fund Inc.
(the "Fund") will be held on February 17, 2005 at 10:00 a.m., Eastern time, on
the 14th Floor of the UBS Building located at 1285 Avenue of the Americas, New
York, New York 10019 for the following purposes:

(1)To elect seven (7) directors to serve until the annual meeting of
shareholders in 2006, or until their successors are elected and
qualified or until they resign or are otherwise removed; and

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

You are entitled to vote at the meeting and any adjournments thereof if you
owned Fund shares at the close of business on December 17, 2004. If you attend
the meeting, you may vote your shares in person. If you do not expect to attend
the meeting, please complete, date, sign and return the enclosed proxy card in
the enclosed postage paid envelope.

By order of the board of directors,

MARK F. KEMPER
Secretary

December 29, 2004
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, date and
sign it, and return it in the postage paid envelope provided. If you sign,
date and return the proxy card but give no voting instructions, your shares
will be voted "FOR" the nominees for director named in the attached proxy
statement and, in the proxies' discretion, either "FOR" or "AGAINST" any other
business that may properly arise at the annual meeting. In order to avoid the
additional expense to the 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 avoid the time and expense to the Fund of 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 12/18/78.... Jane B. Doe

Custodial or Estate Accounts
(1)John B. Smith, Cust. f/b/o
John B. Smith, Jr. UGMA/UTMA........... John B. Smith
(2)Estate of John B. Smith................ John B. Smith, Jr., Executor

GLOBAL HIGH INCOME DOLLAR FUND INC.
51 West 52nd Street
New York, New York 10019-6114

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PROXY STATEMENT

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Annual Meeting of Shareholders to be Held on February 17, 2005

This proxy statement is furnished to the shareholders of Global High Income
Dollar Fund Inc. (the "Fund") in connection with the board of directors'
solicitation of proxies to be used at the annual meeting of shareholders of the
Fund to be held on February 17, 2005, at 10:00 a.m. Eastern time, on the 14/th/
Floor of the UBS Building located at 1285 Avenue of the Americas, New York, New
York 10019, or any adjournment or adjournments thereof. This proxy statement
and the related proxy card will first be mailed to shareholders on or about
December 29, 2004.

A majority of the shares outstanding on December 17, 2004, represented in
person or by proxy, must be present for the transaction of business at the
meeting. In the event that a quorum is not present at the annual meeting, or if
a quorum is present at the annual meeting but sufficient votes to approve any
of the proposals are not received, the persons named as proxies may propose one
or more adjournments of the annual meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a majority
of those shares represented at the annual meeting in person or by proxy. The
persons named as proxies will vote those proxies which they are entitled to
vote FOR any such proposal in favor of such an adjournment and will vote those
proxies marked WITHHOLD on any such proposal against such adjournment. A
shareholder vote may be taken on one or more of the proposals in this proxy
statement prior to any such adjournment if sufficient votes have been received
and it is otherwise appropriate.

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

The individuals named as proxies on the enclosed proxy card will vote in
accordance with your direction as indicated thereon if your proxy card is
received properly executed by you or by your duly appointed agent or
attorney-in-fact. If you give no voting instructions, your shares will be voted
FOR the seven nominees for directors named herein and, in the proxies'
discretion, either FOR or AGAINST any other business that may properly arise at
the annual meeting. You may revoke any proxy card by giving another proxy or by
submitting a written notice of revocation to the Fund's Secretary care of UBS
Global Asset Management (US) Inc., 51 West 52/nd/ Street, New York, New York
10019-6114. To be effective, your revocation must be received by the Fund prior
to the meeting and must indicate your name and account number. In addition, if
you attend the annual meeting in person you may, if you wish, vote by ballot at
the meeting, thereby cancelling any proxy previously given.

As of the record date, December 17, 2004, the Fund had 19,439,667 shares of
common stock outstanding. The solicitation of proxies, the cost of which will
be borne by the Fund, will be made primarily by mail but also may include
telephone or oral communications by regular employees of UBS Global Asset
Management (US) Inc. ("UBS Global AM") or UBS Financial Services Inc., who will
not receive any compensation therefore from the Fund. Each full share of the
Fund outstanding is entitled to one vote, and each fractional share of the Fund
outstanding is entitled to a proportionate share of one vote.

UBS Global AM serves as the Fund's investment advisor and administrator. UBS
Global AM is an indirect wholly owned asset management subsidiary of UBS AG.
UBS AG is an internationally diversified organization with headquarters in
Zurich, Switzerland. UBS AG operates in many areas of the financial services
industry. The principal business offices of UBS Global AM are located at 51
West 52/nd/ Street, New York, New York 10019-6114. The principal business
address of UBS AG is Bahnhofstrasse 45, Zurich, Switzerland.

The Fund's annual report containing financial statements for the fiscal year
ended October 31, 2004, is being mailed to shareholders concurrently with this
proxy statement.

PROPOSAL 1. ELECTION OF DIRECTORS

Proposal 1 relates to the election of directors of the Fund. Management
proposes the election of the seven nominees named in the table below. Each
nominee has indicated his or her willingness to serve if elected. If elected,
each nominee will hold office until the next annual meeting of shareholders or
until his or her successor is elected and qualified, or until he or she resigns
or is otherwise removed. Each of the nominees was last elected director at the
Fund's February 2004 Annual Meeting of Shareholders. Unless you give contrary
instructions on the enclosed proxy card, your shares will be voted FOR the
election of all seven nominees. If any of the nominees should withdraw or
otherwise become unavailable for election, your shares will be voted FOR such
other nominee or nominees as management may recommend.

Directors, including those who are not "interested persons" of the Fund as
that term is defined in the Investment Company Act of 1940, as amended ("1940
Act") ("Independent Directors"), shall be elected by the affirmative vote of
the holders of a plurality of the shares of the 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. None
of the current directors and executive officers (18 persons) beneficially owned
any shares of the Fund on November 30, 2004.

Listed in the table below, for each nominee, is a brief description of the
nominee's experience as a director of the Fund and as a director or trustee of
other funds, as well as other recent professional experience.

Number of
Portfolios in
Position(s) Length of Principal Fund Complex Other
Name, Address, Held with Time Occupation(s) Overseen Directorships
and Age Fund Served During Past 5 Years by Nominee Held by Nominee
------- ---- ------ ------------------- ---------- ---------------

Interested Director:

Margo N. Alexander+; 57 Director Since Mrs. Alexander is retired. Mrs. Alexander is a None
c/o UBS Global Asset 1996 She was an executive vice director or trustee of
Management president of UBS Financial 16 investment
51 West 52/nd/ Street Services Inc. (from March companies
New York, NY 10019 1984 to December 2002). (consisting of 33
She was chief executive portfolios) for which
officer (from January 1995 UBS Global AM or
to October 2000), a one of its affiliates
director (from January serves as investment
1995 to September 2001) advisor, sub-advisor
and chairman (from March or manager.
1999 to September 2001) of
UBS Global AM (formerly
known as Mitchell
Hutchins Asset
Management Inc.).
Independent Directors:

Richard Q. Armstrong; 69 Director Since Mr. Armstrong is chairman Mr. Armstrong is a None
c/o Willkie Farr and 1995 and principal of R.Q.A. director or trustee of
& Gallagher LLP Chairman Enterprises (management 16 investment
787 Seventh Avenue of the consulting firm) (since companies
New York, NY 10019-6099 Board of April 1991 and principal (consisting of 33
Directors occupation since March portfolios) for which
1995). UBS Global AM or
one of its affiliates
serves as investment
advisor, sub-advisor
or manager.

David J. Beaubien; 70 Director Since Mr. Beaubien is retired Mr. Beaubien is a Mr. Beaubien is
84 Doane Road 2001 (since 2003). He was director or trustee of also a director of
Ware, MA 01082 chairman of Yankee 16 investment IEC Electronics,
Environmental Systems, companies Inc., a
Inc., a manufacturer of (consisting of 33 manufacturer of
meteorological measuring portfolios) for which electronic
systems (since 1991). UBS Global AM or assemblies.
one of its affiliates
serves as investment
advisor, sub-advisor
or manager.

Richard R. Burt; 57 Director Since Mr. Burt is chairman of Mr. Burt is a director Mr. Burt is also a
1275 Pennsylvania Ave., N.W. 1995 Diligence LLC (international or trustee of 16 director of Hollinger
Washington, D.C. 20004 information and security investment International Inc.
firm) and IEP Advisors companies (publishing), HCL
(international investments (consisting of 33 Technologies, Ltd.
and consulting firm). portfolios) for which (software and
UBS Global AM or information
one of its affiliates technologies), The
serves as investment Central European
advisor, sub-advisor Fund, Inc., The
or manager. Germany Fund, Inc.,
IGT, Inc. (provides
technology to
gaming and wagering
industry) and
chairman of Weirton
Steel Corp. (makes
and finishes steel
products). He is also
a director or trustee
of funds in the
Scudder Mutual
Funds Family
(consisting of 47
portfolios).

Meyer Feldberg; 62 Director Since Professor Feldberg is Dean Professor Feldberg is Professor Feldberg is
Columbia Business School 1996 Emeritus and Sanford a director or trustee also a director of
33 West 60/th/ Street Bernstein Professor of of 30 investment Primedia Inc.
7/th/ Floor Leadership and Ethics at companies (publishing),
New York, NY 10023 Columbia Business School. (consisting of 47 Federated
Prior to July 2004, he was portfolios) for which Department Stores,
Dean and Professor of UBS Global AM or Inc. (operator of
Management of the one of its affiliates department stores),
Graduate School of Business serves as investment Revlon, Inc.
at Columbia University advisor, sub-advisor (cosmetics), Select
(since 1989). or manager. Medical Inc.
(healthcare services)
and SAPPI, Ltd.
(producer of paper).

Carl W. Schafer; 68 Director Since Mr. Schafer is Mr. Schafer is a Mr. Schafer is also a
66 Witherspoon Street 1996 president of the director or trustee of director of Labor
#1100 Atlantic 16 investment Ready, Inc.
Princeton, NJ 08542 Foundation companies (temporary
(charitable (consisting of 33 employment),
foundation) (since portfolios) for which Guardian Life
1990). UBS Global AM or Insurance
one of its affiliates Company Mutual
serves as investment Funds (consisting of
advisor, sub-advisor 25 portfolios), the
or manager. Harding, Loevner
Funds (consisting of
three portfolios),
E.I.I. Realty
Securities Trust
(consisting of two
portfolios) and
Frontier Oil
Corporation.

William D. White; 70 Director Since Mr. White is retired Mr. White is a None
P.O. Box 199 2001 (since 1994). director or trustee of
Upper Black Eddy, PA 18972 16 investment
companies
(consisting of 33
portfolios) for which
UBS Global AM or
one of its affiliates
serves as investment
advisor, sub-advisor
or manager.

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+ Mrs. Alexander is an "interested person" of the Fund as defined in the 1940
Act by virtue of her former positions with UBS Global AM and/or any of its
affiliates.

Information about Nominee Beneficial Ownership of Fund Shares

Aggregate Dollar Range of Equity Securities in All
Dollar Range Registered Investment Companies Overseen by
of Equity Nominee for Which UBS Global AM or an
Securities Affiliate Serves as Investment Advisor,
Nominee in Fund+ Sub-Advisor or Manager+
------- ------- ----------------------

Interested Directors:
Margo N. Alexander..... None Over $100,000
Independent Directors:*
Richard Q. Armstrong... None Over $100,000
David J. Beaubien...... None Over $100,000
Richard R. Burt........ None None
Meyer Feldberg......... None Over $100,000
Carl W. Schafer........ None Over $100,000
William D. White....... None $10,001 - $50,000

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+ Information regarding ownership of shares of the Fund is as of November 30,
2004; information regarding ownership of shares in all registered investment
companies overseen by nominee for which UBS Global AM or an affiliate serves
as investment advisor, sub-advisor or manager is as of December 31, 2003.
* To the extent they have not already done so, the Independent Directors 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 may
be made over a period not to exceed three years from the beginning of 2004.

As of December 31, 2003, the Independent Directors did not own any
securities issued by UBS Global AM or any company controlling, controlled by or
under common control with UBS Global AM.

The board of directors of the Fund met nine times during the fiscal year
ended October 31, 2004. Each director attended 75% or more of the board
meetings during the last fiscal year. The board of directors is not required to
attend the Fund's annual meetings, and no directors attended the annual meeting
of shareholders in 2004.

The board has established an Audit Committee that acts pursuant to a written
charter ("Audit Committee Charter") and is responsible for, among other things:
(i) overseeing the scope of the Fund's audit; (ii) overseeing the Fund's
accounting and financial reporting policies, practices and internal controls;
and (iii) approving, and recommending to the board for ratification, the
selection of the Fund's independent auditors. A copy of the charter is attached
as Exhibit A. In fulfilling its duties, the Audit Committee has: (a) reviewed
and discussed the Fund's audited financial statements with management; (b)
discussed with the independent auditors the matters required to be discussed by
Statement on Auditing Standards No. 61; (c) received certain written
disclosures and the letter from the independent auditors required by
Independence Standards Board Standard No. 1 and discussed the independent
auditors' 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 the Fund's annual report to shareholders for the fiscal year ended
October 31, 2004. The Audit Committee currently consists of Messrs. Armstrong,
Beaubien, Burt, Feldberg and White, none of whom have any relationship to the
Fund that may interfere with the exercise of their independence from management
or the Fund and each of whom is independent as defined under the listing
standards of the New York Stock Exchange ("NYSE") applicable to closed-end

funds. Each member of the 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 six times during the fiscal year ended
October 31, 2004, and each member attended 75% or more of those meetings.

The board has also established a Nominating and Corporate Governance
Committee (the "Nominating Committee") that acts pursuant to a written charter
("Nominating and Corporate Governance Committee Charter"). The Nominating
Committee is responsible for, among other things, evaluating and recommending
to the board candidates to be nominated as additional Independent Directors of
the board. A copy of the Nominating and Corporate Governance Committee Charter
is attached as Exhibit B. The Nominating Committee currently consists of
Messrs. Burt, Feldberg, Schafer and White, none of whom is an "interested
person" for purposes of the 1940 Act, and all of whom are independent as
defined under the listing standards of the NYSE applicable to closed-end funds.
The Nominating Committee met three times during the fiscal year ended October
31, 2004.

In nominating candidates, the Nominating 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 director, the Nominating 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 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, 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.

The Nominating Committee will consider nominees recommended by shareholders
if a vacancy among the Independent Directors occurs. In order to recommend a
nominee, a shareholder should send a letter to the chairperson of the
Nominating Committee, Professor Meyer Feldberg, care of the Secretary of the
Fund at UBS Global Asset Management (US) Inc., 51 West 52/nd/ 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 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 board does
not have a standing compensation committee.

Shareholders may send other communications to the board by sending a letter
to the chairperson of the Audit Committee, Mr. Richard Q. Armstrong, care of
Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York
10019-6099. The chairperson of the Audit Committee will relay shareholder
communications to the other board members.

Each Independent Director receives, in the aggregate from the UBS Global AM
funds, an annual retainer of $70,000, and a $13,000 fee for each regular board
meeting (and each in-person special board

meeting) actually attended. Independent Directors who participate in previously
scheduled in-person meetings by telephone to accommodate other business
obligations are paid $2,000 for such meetings. Independent Directors who
participate in previously scheduled in-person meetings by telephone because of
illness or other unavoidable circumstances are paid the full meeting fee. The
chairperson of the Audit Committee receives annually $15,000. The chairperson
of the Nominating and Corporate Governance Committee receives annually $15,000.
Effective October 1, 2004, the Chairman of the board receives annually $30,000.
(If a board member simultaneously holds more than one position on the board, he
or she is paid only the higher of the two fees otherwise payable for these
positions.) The foregoing fees will be allocated among all such funds (or each
relevant fund in the case of a special meeting) 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.,
expense divided by number of funds yields per fund allocation). No officer,
director or employee of UBS Global AM or any one of its affiliates presently
receives any compensation from the Fund for acting as a board member or
officer. Board members are reimbursed for expenses incurred in attending
meetings.

Each director who has attained the age of seventy-two (72) years will be
subject to retirement on the last day of the month in which he or she attains
such age. The table below includes certain information relating to the
compensation of the Fund's directors.

Compensation Table+

Total
Compensation
Aggregate from the Fund
Compensation and the
Name of Person, Position from the Fund* Fund Complex**
------------------------ -------------- --------------

Richard Q. Armstrong, Director............... $2,663 $112,500
David J. Beaubien, Director.................. $2,278 $100,000
Richard R. Burt, Director.................... $2,245 $100,000
Meyer Feldberg, Director..................... $2,452 $200,125
Carl W. Schafer, Director.................... $2,278 $100,000
William D. White, Director................... $2,278 $100,000

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+ Only Independent Directors are compensated by the funds for which UBS Global
AM or an affiliate serves as investment advisor, sub-advisor or manager;
directors who are "interested persons," as defined by the 1940 Act, do not
receive compensation from the funds.

* Represents fees paid to each director during the fiscal year ended October
31, 2004.

** Represents fees paid during the calendar year ended December 31, 2003 to
each board member by: (a) 22 investment companies in the case of Messrs.
Armstrong, Beaubien, Burt, Schafer and White; and (b) 36 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 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Fund's financial statements for the fiscal year ended October 31, 2004,
were audited by Ernst & Young LLP ("Ernst & Young"), independent registered
public accounting firm. In addition, Ernst & Young prepares the Fund's federal
and state annual income tax returns and provides certain non-audit services.
The Audit Committee has considered whether the provision of those non-audit
services is compatible with maintaining Ernst & Young's independence. The board
of directors of the Fund has selected Ernst & Young as the independent
registered public accounting firm for the Fund for the fiscal year ending
October 31, 2005. Ernst & Young has been the Fund's independent registered
public accounting firm since July 25, 2001. Ernst & Young has informed the 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
meeting but have been given the opportunity to make a statement if they so
desire and will be available should any matter arise requiring their response.

Audit Fees

The aggregate audit fees billed by Ernst & Young for professional services
rendered to the Fund for the audit of each of the last two fiscal years ended
October 31, 2004 and October 31, 2003 were approximately $46,100 and $41,900,
respectively.

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 Fund that are reasonably related to the performance of the
audits of the financial statements, but not reported as audit fees, were
approximately $3,500 and $4,617, respectively, in each of the fiscal years
ended October 31, 2004 and October 31, 2003. This includes amounts related to
non-audit services prior to May 6, 2003 that would have been subject to
pre-approval if the Securities and Exchange Commission ("SEC") rules relating
to the pre-approval of non-audit services had been in effect at that time.

Fees included in the audit-related category are those associated with (1)
the reading of and provision of comments on the 2004 and 2003 semiannual
financial statements, (2) review of portions of the Fund's semiannual 2003 Form
N-SAR filing, and (3) review of the consolidated 2003 and 2002 profitability of
UBS Global AM to assist the board members in their annual
advisory/administration contract reviews.

With respect to Rule 2-01(c)(7)(i)(C) of Regulation S-X, there were no
audit-related fees that were required to be approved by the Audit Committee
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
Fund for each of the fiscal years ended October 31, 2004 and October 31, 2003
were approximately $9,200 and $10,200, respectively. This includes amounts
related to tax services prior to May 6, 2003 that would have been subject to
pre-approval if the SEC rules relating to the pre-approval of non-audit
services had been in effect at that time.

Fees included in the tax fees category comprise all services performed by
professional staff in the independent registered public accounting firm'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 required to be approved pursuant to paragraph (c)(7)(ii) of Rule 2-0.1 of
Regulation S-X during the fiscal years indicated above.

All Other Fees

For the fiscal years ended October 31, 2004 and October 31, 2003, there were
no fees billed by Ernst & Young for other services provided to the Fund. Fees
included in the "all other fees" category consist of services related to
internal control reviews, strategy and other consulting, financial information
systems design and implementation, consulting on other information systems, and
tax services unrelated to the Fund.

With respect to Rule 2-01(c)(7)(i)(C) of Regulation S-X, 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.

The 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:

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 [AM] 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
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/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 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 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.

UBS Global [AM] 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 [AM] 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
subcommittee shall report to the Committee, at its next regularly scheduled
meeting after the subcommittee'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, 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

For the fiscal years ended October 31, 2004 and October 31, 2003, the
aggregate fees billed by Ernst & Young of $3,468,898 and $3,391,944,
respectively, for non-audit services rendered on behalf of the Fund ("Covered
Services"), its investment adviser and any entity controlling, controlled by,
or under common control with the adviser ("Non-Covered Services") that provides
ongoing services to the Fund for each of the last two fiscal years of the Fund
is shown in the table below:

2004 2003
---------- ----------

Covered Services.... $ 12,700 $ 14,817
Non-Covered Services $3,456,198 $3,377,127

The Audit Committee was not required to consider whether the provision of
non-audit services that were rendered to the Fund's investment adviser (not
including any sub-adviser whose role is primarily portfolio management and is
subcontracted with or overseen by another investment adviser), and any entity
controlling, controlled by, or under common control with the investment adviser
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 is compatible with
maintaining Ernst & Young's independence.

EXECUTIVE OFFICERS

Officers of the Fund are appointed by the directors and serve at the
pleasure of the board. None of the Fund's officers currently receives any
compensation from the Fund. The executive officers of the Fund are:

Principal Occupation(s) During Past 5 Years;
Position(s) Held Length of Number of Portfolios in Fund Complex for
Name, Address, and Age with the Fund Time Served which Person Serves as Officer
---------------------- ------------- ----------- ------------------------------

W. Douglas Beck*; 37 Vice President Since 2003 Mr. Beck is an executive director and
head of product management of UBS
Global AM (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 vice president of 20 investment
companies (consisting of 75 portfolios) for
which UBS Global AM or one of its
affiliates serves as investment advisor, sub-
advisor or manager.

James Capezzuto*; 41 Vice President Since 2004 Mr. Capezzuto is director and associate
and Assistant general counsel at UBS Global AM (since
Secretary 2004). Prior to joining UBS Global AM he
was senior vice president, senior
compliance manager at Bank of America
(from 2003--2004). Prior to that he was
general counsel at Steinberg Priest &
Sloane and prior to that he was director
and senior counsel at Deutsche Asset
Management (from 1996--2002). Mr.
Capezzuto is a vice president and assistant
secretary of 20 investment companies
(consisting of 75 portfolios) for which UBS
Global AM or one of its affiliates serves as
investment advisor, sub-advisor or
manager.

Thomas Disbrow*; 38 Vice President Since 2000 Mr. Disbrow is a director and co-head of
and Treasurer (Vice the mutual fund finance department of
President); UBS Global AM. Prior to November
since 2004 1999, he was a vice president of Zweig/
(Treasurer) 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
42 portfolios) for which UBS Global AM
or one of its affiliates serves as investment
advisor, sub-advisor or manager.

Mark F. Kemper**; 46 Vice Since 2004 Mr. Kemper is general counsel of UBS
President and Global Asset Management-Americas
Secretary region (since July 2004). Mr. Kemper also
is an executive director of UBS Global
Asset Management (Americas) Inc. ("UBS
Global AM (Americas)") and was its
deputy general counsel 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 (since 2004). Mr. Kemper is vice
president and secretary of 20 investment
companies (consisting of 75 portfolios) for
which UBS Global AM (Americas) or one
of its affiliates serves as investment
advisor, sub-advisor or manager.

Joanne M. Kilkeary*; 36 Vice Since 2004 Ms. Kilkeary is an associate director and a
President and senior manager of the mutual fund finance
Assistant department of UBS Global AM. Ms.
Treasurer Kilkeary is a vice president and assistant
treasurer of 16 investment companies
(consisting of 33 portfolios) for which UBS
Global AM or one of its affiliates serves as
investment advisor, sub-advisor or
manager.

Joseph T. Malone*; 37 Vice Since 2004 Mr. Malone is a director and co--head of
President and the mutual fund finance department of
Assistant UBS Global AM. From August 2000
Treasurer 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 42 portfolios) for
which UBS Global AM or one of its
affiliates serves as investment advisor, sub-
advisor or manager.

Joseph McGill*; 42 Vice Since 2004 Mr. McGill is an executive director and
President and chief compliance officer at UBS Global
Chief AM and UBS Global AM (Americas)
Compliance (since 2003). Prior to joining UBS Global
Officer AM he was Assistant General Counsel,
J. P. Morgan Investment Management
(from 1999-2003). Mr. McGill is a vice
president and chief compliance officer of
20 investment companies (consisting of 75
portfolios) for which UBS Global AM or
one of its affiliates serves as investment
advisor, sub-advisor or manager.

John Penicook**; 46 Vice Since 2002 Mr. Penicook is a managing director and
President head of fixed income of UBS Global AM
(Americas) and UBS Global AM. Mr.
Penicook is a vice president of three
investment companies (consisting of three
portfolios) for which UBS Global AM or
one of its affiliates serves as investment
advisor, sub-advisor or manager.

Uwe Schillhorn**; 40 Vice Since 2004 Mr. Schillhorn is a director, and head of
President emerging markets debt of UBS Global
AM (Americas) and UBS Global AM. Mr.
Schillhorn is a vice president of two
investment companies (consisting of two
portfolios) for which UBS Global AM or
one of its affiliates serves as investment
advisor, sub-advisor or manager.

Joseph A. Varnas*; 37 President Since 2003 Mr. Varnas is a managing director (since
March 2003), global head of information
technology and operations (since March
2004) and head of project management --
Americas (since November 2002) of
UBS Global AM. He was head of
technology of UBS Global AM from
November 2002 to March 2004. From
2000 to 2001, he was manager of product
development in Investment Consulting
Services at UBS Financial Services Inc.
Mr. Varnas was a senior analyst in the
Global Securities Research and
Economics Group at Merrill Lynch from
1995 to 1999. Mr. Varnas is president of
20 investment companies (consisting of 75
portfolios) for which UBS Global AM or
one of its affiliates serves as investment
advisor, sub-advisor or manager.

Keith A. Weller*; 43 Vice President Since 1995 Mr. Weller is a director and associate
and Assistant general counsel of UBS Global AM. Mr.
Secretary Weller is a vice president and assistant
secretary of 20 investment companies
(consisting of 75 portfolios) for which UBS
Global AM or one of its affiliates serves as
investment advisor, sub-advisor or
manager.

--------
* This person's business address is 51 West 52/nd/ Street, New York, New York
10019-6114.
** This person's business address is One North Wacker Drive, Chicago, Illinois
60606.

BENEFICIAL OWNERSHIP OF SHARES

As of December 1, 2004, management did not know of any person who owned
beneficially 5% or more of the shares of the Fund.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Fund is not aware of any outstanding report required to be filed
pursuant to Section 16(a) of the Securities Exchange Act of 1934 by any board
member or officer.

SHAREHOLDER PROPOSALS

Any shareholder who wishes to submit proposals to be considered at the
Fund's 2006 annual meeting of shareholders should send such proposals to the
Secretary of the Fund at UBS Global Asset Management (US) Inc., 51 West 52/nd/
Street, New York, New York 10019-6114. In order to be considered at that
meeting, shareholder proposals must be received by the Fund no later than
August 31, 2005 and must satisfy the other requirements of the federal
securities laws.

OTHER BUSINESS

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

By order of the board of directors,

MARK F. KEMPER
Secretary

December 29, 2004

It is important that you execute and return your proxy promptly.

EXHIBIT A

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.

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
--------
/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.

A-1

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, 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.
--------
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.

A-2

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.

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.

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.

A-3

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/

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
--------
/2/ In the case of a newly-organized UBS fund, the Chairperson'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.

A-4

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.

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.

A-5

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.

A-6

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.

A-7

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 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).

A-8

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.

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-9

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 to: UBS Global Asset Management (US) Inc., Attn: ETHICS, 51 West
52/nd/ 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)

A-10

EXHIBIT B

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 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;

B-1

. 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.

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.

B-2

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.

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.

B-3

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.

B-4

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

GLOBAL
HIGH INCOME
DOLLAR FUND INC.

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

Proxy
Statement

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

GLOBAL
HIGH INCOME
DOLLAR FUND INC.

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

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

Notice of
Annual Meeting
to be held on
February 17, 2005
and
Proxy Statement

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

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZGHD32

COMMON STOCK
PROXY

GLOBAL HIGH INCOME DOLLAR FUND INC.

Annual Meeting of Shareholders - February 17, 2005

The undersigned hereby appoints as proxies Keith A. Weller and Evelyn De
Simone 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 Global High Income Dollar 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.

----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
----------- -----------

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

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZGHD31

[X] Please mark 4993
vote as in
this example.

The Board of Directors recommends a vote "FOR"

1. To elect as directors:

Nominees: (01) Margo N. Alexander, (02) Richard Q. Armstrong,
(03) David J. Beaubien, (04) Richard R. Burt, (05) Meyer Feldberg,
(06) Carl W. Schafer and (07) William D. White.

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:_______