Preliminary Proxy Material

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant /x/

Filed by a Party other than the Registrant / /

Check the appropriate box:
/x/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

PAINEWEBBER PREMIER HIGH INCOME TRUST INC.
------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):
/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11

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

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

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

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

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

(1) Amount Previously Paid:

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Preliminary Proxy Material

PAINEWEBBER PREMIER HIGH INCOME TRUST INC.
(DOING BUSINESS AS MANAGED HIGH YIELD FUND)
---------------------
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 16, 1995
---------------------

TO THE SHAREHOLDERS:

The annual meeting of shareholders of PaineWebber Premier High Income Trust
Inc. (doing business as Managed High Yield Fund) ('Fund') will be held on
November 16, 1995 at 10:00 a.m., eastern time, at 1285 Avenue of the Americas,
38th Floor, New York, New York 10019 for the following purposes:

(1) To amend the Fund's Articles of Incorporation to change the name
of the Fund from 'PaineWebber Premier High Income Trust Inc.' to 'Managed
High Yield Fund Inc.';

(2) To elect five directors to serve until the annual meeting of
shareholders in 1996, or until their successors are elected and qualified;

(3) To ratify the selection of Ernst & Young LLP as the Fund's
independent auditors for the fiscal year ending July 31, 1996; and

(4) 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 September 27, 1995. If you attend
the meeting, you may vote your shares in person. IF YOU DO NOT EXPECT TO ATTEND
THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN
THE ENCLOSED POSTAGE PAID ENVELOPE.

By order of the board of directors,
DIANNE E. O'DONNELL
Secretary

September 29, 1995
1285 Avenue of the Americas
New York, New York 10019

YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN

PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD,
DATE AND SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED. If you sign, date
and return the proxy card but give no voting instructions, your shares will
be voted 'FOR' the nominees for director named in the attached proxy
statement and 'FOR' all other proposals noticed above. IN ORDER TO AVOID THE
ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING IN YOUR PROXY CARD PROMPTLY. UNLESS PROXY CARDS
SUBMITTED BY CORPORATIONS AND PARTNERSHIPS ARE SIGNED BY THE APPROPRIATE
PERSONS AS INDICATED IN THE VOTING INSTRUCTIONS ON THE PROXY CARD, THEY WILL
NOT BE VOTED.

PAINEWEBBER PREMIER HIGH INCOME TRUST INC.
(DOING BUSINESS AS MANAGED HIGH YIELD FUND)
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
---------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 16, 1995
---------------------

This Proxy statement is furnished to the shareholders of PaineWebber
Premier High Income Trust Inc. (doing business as Managed High Yield Fund)
('Fund') in connection with the board of directors' solicitation of proxies to
be used at the annual meeting of the shareholders of the Fund to be held on
November 16, 1995, or any adjournment or adjournments thereof.

A majority of the shares outstanding on September 27, 1995, represented in
person or by proxy, must be present for the transaction of business at the
meeting. In the event that a quorum is not present at the annual meeting, or if
a quorum is present at the annual meeting but sufficient votes to approve any of
the proposals are not received, the persons named as proxies may propose one or
more adjournments of the annual meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a majority of
those shares represented at the annual meeting in person or by proxy. The
persons named as proxies will vote those proxies which they are entitled to vote
FOR any such proposal in favor of such an adjournment, and will vote those
proxies required to be voted AGAINST any such proposal against such adjournment.
A shareholder vote may be taken on one or more of the proposals in this proxy
statement prior to any such adjournment if sufficient votes have been received
and it is otherwise appropriate.

Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and for which the broker does not have
discretionary voting authority. Abstentions and broker non-votes will be counted
as shares present for purposes of determining whether a quorum is present but
will not be voted for or against any adjournment. Accordingly, abstentions and
broker non-votes effectively will be a vote against adjournment or against any
proposal where the required vote is a percentage of the shares present.
Abstentions and broker non-votes will not be counted, however, as votes cast for
purposes of determining whether sufficient votes have been received to approve a
proposal.

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
in favor of the five nominees for directors named herein and in favor of the
remaining proposals described in this proxy statement. The proxy card may be
revoked by giving another proxy or by letter or telegram revoking your proxy. To
be effective, such revocation must be received by the Fund prior to the annual
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 annual meeting, thereby cancelling any proxy previously given.

As of the record date, September 27, 1995, the Fund had 6,031,667 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 Mitchell Hutchins Asset
Management Inc. ('Mitchell Hutchins') or PaineWebber Incorporated
('PaineWebber'), who will not receive any compensation therefor from the Fund.
Management does not know of any person who owns beneficially 5% or more of the
shares of the Fund. Each full share of the Fund outstanding is entitled to one
vote and each fractional share of the Fund outstanding is entitled to a
proportionate share of one vote for such purposes. This proxy statement will
first be mailed to shareholders on or about September 29, 1995. The Fund's
annual

report containing financial statements for the fiscal year ended July 31, 1995
is being mailed to shareholders concurrently with this proxy statement.

Mitchell Hutchins serves as the Fund's investment adviser and
administrator. Mitchell Hutchins is a wholly owned subsidiary of PaineWebber,
which is a wholly owned subsidiary of Paine Webber Group Inc. ('PW Group'), a
publicly held financial services holding comp any. PaineWebber acts as a dealer
and secondary market-maker in connection with over-the-counter secondary market
sales of the Fund's shares. The principal business address of each of Mitchell
Hutchins, PaineWebber and PW Group is 1285 Avenue of the Americas, New York, New
York 10019.

PROPOSAL NO. 1
AMENDMENT OF ARTICLES OF INCORPORATION

Proposal 1 relates to the amendment of the Fund's Articles of
Incorporation to change the name of the Fund from 'PaineWebber Premier High
Income Trust Inc.' to 'Managed High Yield Fund Inc.'

On June 2, 1995, the Fund's board of directors, acting upon the
recommendation of Mitchell Hutchins, determined to recommend this name change to
the Fund's shareholders. At the same time, the board of directors approved the
Fund's use of 'Managed High Yield Fund' as a trade name pending a shareholders'
meeting at which a vote on a formal name change could be taken. The Fund has
been doing business as 'Managed High Yield Fund' since necessary approvals
relating to the Fund's listing under that name on the New York Stock Exchange,
Inc. were obtained in August 1995.

The proposed name change, like the use of 'Managed High Yield Fund' as a
trade name, is intended to facilitate broadened secondary market trading of the
Fund's shares within the general brokerage community. Mitchell Hutchins has
advised the board of directors that recent discounts from net asset value in
secondary market trading of Fund shares may be due in part to a reluctance by
many brokerage firms to actively follow and trade closed-end investment
companies that are closely associated with a particular retail brokerage firm.
Mitchell Hutchins and the board of directors believe that the proposed name
change will remove that obstacle to more active trading, while accurately
describing the Fund's investment objective and policies and, therefore, should
benefit shareholders by helping to remove market discounts. Approval of this

proposal requires the affirmative vote of a majority of the votes entitled to be
cast thereon.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE 'FOR' PROPOSAL 1.

PROPOSAL 2. ELECTION OF DIRECTORS

Proposal 2 relates to the election of directors of the Fund. Management
proposes the election of the five nominees named in the table below as directors
of the Fund. At a meeting of the board held on June 2, 1995, the board
determined to expand the Fund's board of directors from three to five and
determined to recommend Messrs. Armstrong and Burt as nominees to serve as
directors, subject to shareholder approval. Each nominee, including those who
are not 'interested persons' of the Fund as that term is defined by the
Investment Company Act of 1940 ('1940 Act') ('Independent Directors'), has
indicated his willingness to serve if elected. If elected, each nominee will
hold office until the next annual meeting of shareholders or until his successor
is elected and qualified. Unless you give contrary instructions on the enclosed
proxy card, your shares will be voted in favor of the election of the five
nominees. If any of the nominees should withdraw or otherwise become unavailable
for election, your shares will be voted in favor of such other nominee or
nominees as management may recommend.

Messrs. Torell and White have served as directors of the Fund since its
inception in 1993. Mr. Bewkes served as a director from the Fund's inception
until his resignation from the board on December 10, 1993; he was reappointed to
the board on December 27, 1993. Messrs. Richard Q. Armstrong and Richard R. Burt
have not previously served as directors of the Fund. Directors shall be elected
by the vote of the holders of a majority of the shares of the Fund present in
person or by proxy and entitled to vote thereon. If each of the five nominees is
elected, they will constitute the entire board of directors of the Fund. All
directors and executive officers as a group (16 persons) beneficially owned 212
shares of the Fund, including shares shown in the table below, on August 31,
1995, representing less than 1% of shares of the Fund outstanding on that date.

PRESENT POSITION WITH THE SHARES OWNED
FUND; BUSINESS EXPERIENCE DURING BENEFICIALLY ON
NOMINEE; AGE PAST FIVE YEARS; OTHER DIRECTORSHIPS AUGUST 31, 1995**
- ------------------------------- -------------------------------------------------- -----------------

Richard Q. Armstrong; 59 Nominee. Mr. Armstrong is chairman and principal --
of RQA Enterprises (management consulting firm)
(since April 1991 and principal occupation since
March 1995). Mr. Armstrong is also a director of
Hi Lo Automotive, Inc. He was chairman of the
board, chief executive officer and co-owner of
Adirondack Beverages (producer and distributor of
soft drinks and sparkling/still waters) (October
1993-March 1995). He was a partner of the New
England Consulting Group (management consulting

firm) (December 1992-September 1993). He was
managing director of LVMH U.S. Corporation (U.S.
subsidiary of the French luxury goods
conglomerate, Luis Vuitton Moet Hennessey
Corporation) (1987-1991) and chairman of its wine
and spirits subsidiary, Schieffelin & Somerset
Company (1987-1991). Mr. Armstrong is also a
director of five other investment companies for
which Mitchell Hutchins or PaineWebber serves as
investment adviser.

E. Garrett Bewkes, Jr.*; 69 Director and chairman of the board of directors. --
Mr. Bewkes is a director of PW Group (holding
company of PaineWebber and Mitchell Hutchins) and
a consultant to PW Group. Prior to 1988, he was
chairman of the board, president and chief
executive officer of American Bakeries Company.
Mr. Bewkes is also a director of Interstate
Bakeries Corporation and NaPro Biotherapeutics,
Inc. and a director or trustee of 26 other
investment companies for which Mitchell Hutchins
or PaineWebber serves as investment adviser.

Richard R. Burt; 47 Nominee. Mr. Burt is chairman of International --
Equity Partners (international investments and
consulting firm) (since March 1994) and a partner
of McKinsey & Company (management consulting firm)
(since 1991).

He is also a director of American Publishing
Company. He was the chief negotiator in the
Strategic Arms Reduction Talks with the former
Soviet Union (1989-1991) and the U.S. Ambassador
to the Federal Republic of Germany (1985-1989).
Mr. Burt is also a director of six other
investment companies for which Mitchell Hutchins
or PaineWebber serves as investment adviser.

John R. Torell III; 56 Director. Mr. Torell is chairman of Torell --
Management, Inc. (financial advisory firm) (since
1989). He is the former chairman and chief
executive officer of Fortune Bancorp (1990-1991
and 1990-1994, respectively). He is the former
chairman, president and chief executive officer of

CalFed, Inc. (savings association) (1988 to 1989)
and former president of Manufacturers Hanover
Corp. (bank) (prior to 1988). Mr. Torell is also a
director of American Home Products Corp., Volt
Information Sciences Inc. and a director or
trustee of seven other investment companies for
which Mitchell Hutchins or PaineWebber serves as
investment adviser.

William D. White; 61 Director. Mr. White is retired. From February 1989 --
through March 1994, he was president of the
National League of Professional Baseball Clubs.
Prior to 1989, he was a television sportscaster
for WPIX-TV, New York. Mr. White is also a
director or trustee of eight other investment
companies for which Mitchell Hutchins or
PaineWebber serves as investment adviser.

- ------------------
* Indicates 'interested person' of the Fund as defined by the 1940 Act, by
reason of his position with PW Group.

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

The board of directors of the Fund met five times during the fiscal year
ended July 31, 1995. The Audit Committee of the board currently consists of
Messrs. Torell and White. The duties of the Audit Committee are (a) to review
the financial and accounting policies of the Fund, including internal accounting
control procedures, and to review reports prepared by the Fund's independent
auditors, including reports on the Fund's financial statements; (b) to review
and recommend approval or disapproval of audit and non-audit services and the
fees charged for such services; (c) to evaluate the independence of the
independent auditors and to recommend whether to retain such independent
auditors for the next fiscal year; and (d) to report to the board and make such
recommendations as it deems necessary. The Audit Committee met twice during the
fiscal year ended July 31, 1995. All directors attended at least 75% of
the meetings of the Board of Directors. All members of the Audit Committee
attended at least 75% of the Audit Committee meetings.

The board does not have a standing nominating or compensation committee.
The Fund pays the Independent Directors of the Fund $1,500 annually and an
attendance fee of $250 per meeting of the board and its committees. Directors
are reimbursed for any expenses incurred in attending meetings. Directors of the
Fund who are 'interested persons' as defined in the 1940 Act receive no
compensation from the Fund. The table below includes certain information
relating to the compensation of the Fund's directors.

COMPENSATION TABLE

PENSION OR
RETIREMENT
BENEFITS TOTAL
ACCRUED AS ESTIMATED COMPENSATION
AGGREGATE PART OF ANNUAL FROM THE
COMPENSATION THE BENEFITS FUND AND THE
FROM THE FUND'S UPON FUND
NAME OF PERSON, POSITION FUND* EXPENSES RETIREMENT COMPLEX**
- -------------------------------- ------------ ---------- ---------- ------------

E. Garrett Bewkes, Jr., Director
and Chairman of the Board of
Directors..................... -- -- -- --
John R. Torell III, Director.... $3,875 -- -- $ 38,750
William D. White, Director...... $3,375 -- -- $ 33,250

- ------------------
* Represents fees paid to each director during the fiscal year ended July 31,
1995.

** Represents amounts paid to each director during the calendar year ended
December 31, 1994.

PROPOSAL 3. RATIFICATION OF SELECTION OF AUDITORS

The Fund's financial statements for the fiscal year ended July 31, 1995
were audited by Ernst & Young LLP, independent auditors. In addition, Ernst &
Young LLP prepares the Fund's federal and state annual income tax returns.

The board of directors of the Fund has selected Ernst & Young LLP as the
independent auditors for the Fund for the fiscal year ending July 31, 1996,
subject to ratification by shareholders of the Fund at the annual meeting. The
ratification of Ernst & Young LLP as the Fund's independent auditors is to be
voted upon at the annual meeting, and it is intended that the persons named in
the accompanying proxy will vote for such ratification unless contrary
instructions are given. Ernst & Young LLP has informed the Fund that it has no
material direct or indirect financial interest in the Fund. The affirmative vote
of the holders of a majority of the shares of the Fund at the annual meeting is
required for ratification.

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

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE 'FOR' PROPOSAL 3.

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:

MARGO N. ALEXANDER, age 48, president of the Fund (appointed July
1995). Mrs. Alexander is president, chief executive officer and a director
of Mitchell Hutchins. Prior to January 1995, she was an executive vice
president of PaineWebber. Mrs. Alexander is also a director or trustee of
two other investment companies and president of 38 other investment
companies for which Mitchell Hutchins or PaineWebber serves as investment
adviser.

TERESA M. BOYLE, age 36, vice president of the Fund (appointed
December 1993). Ms. Boyle is a first vice president and manager--advisory
administration of Mitchell Hutchins. Prior to November 1993, she was
compliance manager of Hyperion Capital Management, Inc., an investment
advisory firm. Prior to April 1993, Ms. Boyle was a vice president and
manager--legal administration of Mitchell Hutchins. Ms. Boyle is also a
vice president of 38 other investment companies for which Mitchell Hutchins
or PaineWebber serves as investment adviser.

JOAN L. COHEN, age 31, vice president and assistant secretary of the
Fund (appointed February 1994). Ms. Cohen is a vice president and attorney
of Mitchell Hutchins. Prior to December 1993, she was an associate at the
law firm of Seward & Kissel. Ms. Cohen is also a vice president and
assistant secretary of 26 other investment companies for which Mitchell
Hutchins or PaineWebber serves as investment adviser.

THOMAS J. LIBASSI, age 35, vice president of the Fund (appointed
September 1994). Mr. Libassi is a senior vice president and portfolio
manager of Mitchell Hutchins. Prior to May 1994, Mr. Libassi was a vice
president and portfolio manager of Keystone Custodian Funds Inc. Mr.
Libassi is also a vice president of three other investment companies for
which Mitchell Hutchins serves as investment adviser.

C. WILLIAM MAHER, age 34, vice president and assistant treasurer of
the Fund (appointed June 1995). Mr. Maher is a first vice president and the
senior manager of the Fund Administration Division of Mitchell Hutchins.
Mr. Maher is also a vice president and assistant treasurer of 38 other
investment companies for which Mitchell Hutchins or PaineWebber serves as
investment adviser.

ANN E. MORAN, age 38, vice president and assistant treasurer of the
Fund (appointed September 1993). Ms. Moran is a vice president of Mitchell
Hutchins. Ms. Moran is also a vice president and assistant treasurer of 38
other investment companies for which Mitchell Hutchins or PaineWebber
serves as investment adviser.

DIANNE E. O'DONNELL, age 43, vice president and secretary of the Fund
(appointed June 1993). Ms. O'Donnell is a senior vice president and deputy
general counsel of Mitchell Hutchins. Ms. O'Donnell is also a vice
president and secretary of 38 other investment companies for which Mitchell
Hutchins or PaineWebber serves as investment adviser.

VICTORIA E. SCHONFELD, age 44, vice president of the Fund (appointed
May 1994). Ms. Schonfeld is a managing director and general counsel of
Mitchell Hutchins. From April 1990 to May 1994, she was a partner in the
law firm of Arnold & Porter. Prior to April 1990, she was a partner in the
law firm of Shereff, Friedman, Hoffman & Goodman. Ms. Schonfeld is also a
vice president of 38 other investment companies for which Mitchell Hutchins
or PaineWebber serves as investment adviser.

PAUL H. SCHUBERT, age 32, vice president and assistant treasurer of
the Fund (appointed September 1994). Mr. Schubert is a first vice president
of Mitchell Hutchins. From August 1992 to August 1994, he

was vice president at BlackRock Financial Management, Inc. Prior to August
1992, he was an audit manager with Ernst & Young LLP. Mr. Schubert is also
a vice president and assistant treasurer of 38 other investment companies
for which Mitchell Hutchins or PaineWebber serves as investment adviser.

JULIAN F. SLUYTERS, age 35, vice president and treasurer of the Fund
(appointed June 1993). Mr. Sluyters is a senior vice president and the
director of the mutual fund finance division of Mitchell Hutchins. Prior to
1991, he was an audit senior manager with Ernst & Young LLP. Mr. Sluyters
is also a vice president and treasurer of 38 other investment companies for
which Mitchell Hutchins or PaineWebber serves as investment adviser.

GREGORY K. TODD, age 38, vice president and assistant secretary of the
Fund (appointed September 1993). Mr. Todd is a first vice president and
associate general counsel of Mitchell Hutchins. Prior to 1993, he was a
partner in the law firm of Shereff, Friedman, Hoffman & Goodman. Mr. Todd
is also a vice president and assistant secretary of 38 other investment
companies for which Mitchell Hutchins or PaineWebber serves as investment
adviser.

SHAREHOLDER PROPOSALS

Any shareholder who wishes to submit proposals to be considered at the
Fund's 1996 annual meeting of shareholders should send such proposals to the
Fund at 1285 Avenue of the Americas, New York, New York 10019, so as to be
received by the Fund no later than June 1, 1996. Shareholder proposals that are
submitted in a timely manner will not necessarily be included in the Fund's
proxy materials. Inclusion of such proposals is subject to limitations under the

federal securities laws.

OTHER BUSINESS

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

By order of the board of directors,
DIANNE E. O'DONNELL
Secretary
September 29, 1995

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

- ---------------------------------
PAINEWEBBER PREMIER
HIGH INCOME
TRUST INC.
(doing business as
Managed High Yield Fund)
- ---------------------------------

PROXY STATEMENT
-------------------------------------
PAINEWEBBER PREMIER
HIGH INCOME
TRUST INC.
(doing business as
Managed High Yield Fund)
-------------------------------------

- --------------------
NOTICE
OF
ANNUAL
MEETING
TO
BE HELD ON
NOVEMBER 16,
1995 AND
PROXY STATEMENT
- --------------------

Preliminary Proxy Material

PAINEWEBBER PREMIER HIGH INCOME TRUST INC.
(DOING BUSINESS AS MANAGED HIGH YIELD FUND)
ANNUAL MEETING OF SHAREHOLDERS -- NOVEMBER 16, 1995 PROXY
-----

The undersigned hereby appoints as proxies GREGORY K. TODD and RITA BARNETT
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 PAINEWEBBER PREMIER HIGH INCOME TRUST INC. (doing business as
Managed High Yield Fund) ('Fund').

YOUR VOTE IS IMPORTANT

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

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

1. Approval of an amendment to the Fund's Articles of FOR AGAINST ABSTAIN
Incorporation to change the name of the Fund from / / / / / /
'PaineWebber Premier High Income Trust Inc.' to
'Managed High Yield Fund Inc.'

2. ELECTION OF DIRECTORS FOR FOR ALL WITH
(INSTRUCTION: To withhold authority to vote ALL OR EXCEPT OR HOLD
for any individual nominee, strike a line / / / / / /
through the nominee's name in the
list below and mark center box to right.)
Richard Q. Armstrong, E. Garrett Bewkes, Jr., Richard R. Burt,
John R. Torell III, William D. White

Continued and to be signed on reverse side

3. Ratification of the selection of Ernst & Young LLP FOR AGAINST ABSTAIN
as the Fund's independent auditors for the fiscal / / / / / /
year ending July 31, 1996.

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

If shares are held jointly, each Shareholder
named should sign. If only one signs, his or
her signature will be binding. If the
Shareholder is a corporation, the President or
a Vice President should sign in his or her own
name, indicating title. If the Shareholder is
a partnership, a partner should sign in his or
her own name, indicating that he or she is a
'Partner.'

Sign exactly as name appears hereon.

________________________________________ (L.S)

Date ___________________________, 19____