As filed with the Securities and Exchange Commission on December 21, 1995
Securities Act Registration No. 2-63394
Investment Company Act Registration No. 811-2896
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [x]
Pre-Effective Amendment No.
Post-Effective Amendment No. 27 [x]
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [x]
Amendment No. 26 [x]
(Check appropriate box or boxes) [x]
-------------------
PRUDENTIAL HIGH YIELD FUND, INC.
(Exact name of registrant as specified in charter)
(formerly Prudential-Bache High Yield Fund, Inc.)
ONE SEAPORT PLAZA,
NEW YORK, NEW YORK 10292
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 214-1250
S. Jane Rose, Esq.
One Seaport Plaza
New York, New York 10292
(Name and Address of Agent for Service of Process)
Approximate date of proposed public offering:
As soon as practicable after the effective
date of the Registration Statement.
It is proposed that this filing will become effective
(check appropriate box):
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[X] on March 4, 1996 pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
[X] this post-effective amendment designates a new effective
date for a previously filed post-effective amendment
(Post-Effective Amendment No. 26).
Registrant has registered an indefinite number of shares under the Securities
Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940. The
Rule 24f-2 Notice for the Registrant's most recent fiscal year ended December
31, 1994 was filed on February 24, 1995.
================================================================================
<PAGE>
CROSS REFERENCE SHEET
(as required by Rule 495)
<TABLE>
<CAPTION>
<S> <C>
N-1a Item No. Location
- ------------ --------
Part A
Item 1.Cover Page ......................................................... Cover Page
Item 2.Synopsis ........................................................... Fund Expenses
Item 3.Condensed Financial Information .................................... Fund Expenses; Financial Highlights;
How the Fund Calculates Performance
Item 4.General Description of Registrant .................................. Cover Page; Fund Highlights; How the
Fund Invests; General Information
Item 5.Management of the Fund ............................................. Financial Highlights; How the Fund
is Managed
Item 6.Capital Stock and Other Securities ................................. Dividends, Distributions and Taxes;
General Information
Item 7.Purchase of Securities Being Offered ............................... Shareholder Guide; How the Fund
Values its Shares
Item 8.Redemption or Repurchase ........................................... Shareholder Guide; How the Fund
Values its Shares; General Information
Item 9.Pending Legal Proceedings .......................................... Not Applicable
Part B
Item 10.Cover Page ........................................................ Cover Page
Item 11.Table of Contents ................................................. Table of Contents
Item 12.General Information and History ................................... General Information
Item 13.Investment Objectives and Policies ................................ Investment Objective and Policies;
Investment Restrictions
Item 14.Management of the Fund ............................................ Directors and Officers; Manager;
Distributor
Item 15.Control Persons and Principal Holders of Securities ............... Not Applicable
Item 16.Investment Advisory and Other Services ............................ Manager; Distributor; Custodian,
Transfer and Dividend Disbursing
Agent and Independent Accountants
Item 17.Brokerage Allocation and Other Practices .......................... Portfolio Transactions and Brokerage
Item 18.Capital Stock and Other Securities ................................ Not Applicable
Item 19.Purchase, Redemption and Pricing of Securities Being Offered ...... Purchase and Redemption of Fund
Shares; Shareholder Investment
Account; Net Asset Value
Item 20.Tax Status ........................................................ Taxes, Dividends and Distributions
Item 21.Underwriters ...................................................... Distributor
Item 22.Calculation of Performance Data ................................... Performance Information
Item 23.Financial Statements .............................................. Financial Statements
</TABLE>
Part C
Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C to this Post-Effective Amendment to the
Registration Statement.
<PAGE>
The Prospectuses, as supplemented, are incorporated herein by reference in
their entirety from Post-Effective Amendment No. 26 to Registrant's Registration
Statement (File No. 2-63394) filed via Edgar on October 20, 1995.
The Statement of Additional Information, as supplemented, is incorporated
herein by reference in its entirety from Post-Effective Amendment No. 26 to
Registrant's Registration Statement (File No.2-63394) filed via Edgar on October
20, 1995.
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements:
(1) Financial statements included in the Prospectus constituting Part
A of this Registration Statement: Financial Highlights for each of the
ten years in the period ended December 31, 1994 and the six months
ended June 30, 1995 (unaudited).
(2) Financial statements included in the Statement of Additional
Information constituting Part B of this Registration Statement:
Portfolio of Investments at December 31, 1994 and June 30, 1995
(unaudited).
Statement of Assets and Liabilities at December 31, 1994 and June 30,
1995 (unaudited).
Statement of Operations for the year ended December 31, 1994 and six
months ended June 30, 1995 (unaudited).
Statement of Changes in Net Assets for the year ended December 31,
1994 and six months ended June 30, 1995 (unaudited).
Notes to Financial Statements.
Financial Highlights with respect to each of the five years in the
period ended December 31, 1994 and six months ended June 30, 1995
(unaudited).
Report of Independent Accountants.
(b) Exhibits:
1. (a) Restated Articles of Incorporation. Incorporated by reference
to Exhibit 1 to Post-Effective Amendment No. 22 to the Registration
Statement filed on Form N-1A via EDGAR on March 1, 1994 (file No.
2-63394).
(b) Articles of Amendment. Incorporated by reference to Exhibit 1(b)
to Post-Effective Amendment No. 25 to the Registration Statement filed
on Form N-1A via EDGAR on March 1, 1995 (File No. 2-63394).
(c) Articles Supplementary. Incorporated by reference to Exhibit 1(c)
to Post-Effective Amendment No. 25 to the Registration Statement filed
on Form N-1A via EDGAR on March 1, 1995 (File No. 2-63394).
2. Amended and Restated By-Laws. Incorporated by reference to Exhibit
2 to Post-Effective Amendment No. 22 to the Registration Statement
filed on Form N-1A via Edgar on March 1, 1994 (file No. 2-63394).
4. Instruments defining rights of holders of the securities being
offered. Incorporated by reference to Exhibits Nos. 1 and 2 above.
5. (a) Management Agreement between the Registrant and Prudential
Mutual Fund Management, Inc., incorporated by reference to Exhibit
5(a) to Post-Effective Amendment No. 15 to Registration Statement on
Form N-1A (File No. 2-63394).
(b) Management Agreement, as amended, between the Registrant and
Prudential Mutual Fund Management, Inc., incorporated by reference to
Exhibit 5(b) to Post-Effective Amendment No. 18 to Registration
Statement on Form N-1A (File No. 2-63394).
(c) Subadvisory Agreement between Prudential Mutual Fund Management,
Inc. and The Prudential Investment Corporation, incorporated by
reference to Exhibit 5(b) to Post-Effective Amendment No. 15 to
Registration Statement on Form N-1A (File No. 2-63394).
6. (a) Selected Dealers Agreement, incorporated by reference to
Exhibit 6(d) to Post-Effective Amendment No. 2 to Registration
Statement on Form N-1A (File No. 2-63394).
(b) Distribution and Service Agreement for Class A Shares.
Incorporated by reference to Exhibit 6(b) to Post-Effective Amendment
No. 25 to the Registration Statement filed on Form N-1A via EDGAR on
March 1, 1995 (File No. 2-63394).
(c) Distribution and Service Agreement for Class B Shares.
Incorporated by reference to Exhibit 6(c) to Post-Effective Amendment
No. 25 to the Registration Statement filed on Form N-1A via EDGAR on
March 1, 1995 (File No. 2-63394).
(d) Distribution and Service Agreement for Class C Shares.
Incorporated by reference to Exhibit 6(d) to Post-Effective Amendment
No. 25 to the Registration Statement filed on Form N-1A via EDGAR on
March 1, 1995 (File No. 2-63394).
(e) Form of Distribution and Service Agreement for Class Z Shares.
Incorporated by reference to Post-Effective Amendment No. 26 to
Registration Statement on Form N-1A filed via EDGAR filed on October
20, 1995 (File No. 2-63394).
C-1
<PAGE>
8. Custodian Agreement dated July 26, 1990, between the Registrant and
State Street Bank and Trust Company, incorporated by reference to
Exhibit 8 to Post-Effective Amendment No.19 to Registration Statement
on Form N-1A (File No.2-63394).
9. Transfer Agency and Service Agreement between the Registrant and
Prudential Mutual Fund Services, Inc., incorporated by reference to
Exhibit 9(b) to Post-Effective Amendment No. 14 to Registration
Statement on Form N-1A (File No. 2-63394).
11. Consent of Independent Accountants.*
15. (a) Distribution and Service Plan for Class A Shares. Incorporated
by reference to Exhibit 15(a) to Post-Effective Amendment No. 25 to
the Registration Statement filed on Form N-1A via EDGAR on March 1,
1995 (File No. 2-63394).
(b) Distribution and Service Plan for Class B Shares. Incorporated by
reference to Exhibit 15(b) to Post-Effective Amendment No. 25 to the
Registration Statement filed on Form N-1A via EDGAR on March 1, 1995
(File No. 2-63394).
(c) Distribution and Service Plan for Class C Shares. Incorporated by
reference to Exhibit 15(c) to Post-Effective Amendment No. 25 to the
Registration Statement filed on Form N-1A via EDGAR on March 1, 1995
(File No. 2-63394).
16. (a) Schedule of Calculation of Yield and Average Annual Total
Return (Class B Shares), incorporated by reference to Exhibit 16 to
Post-Effective Amendment No. 15 to Registration Statement on Form N-1A
(File No. 2-63394).
(b) Schedule of Calculation of Average Annual Total Return (Class A
Shares), incorporated by reference to Exhibit 16(b) to Post-Effective
Amendment No.19 to Registration Statement on Form N-1A (File
No.2-63394).
(c) Schedule of Calculation of Aggregate Total Return for Class A and
Class B shares, incorporated by reference to Exhibit 16(c) to
Post-Effective Amendment No. 21 to Registration Statement on Form N-1A
(File No. 2-63394).
17. Financial Data Schedule. Filed as Exhibit 17 to Post- Effective
Amendment No. 26 to Registration Statement on Form N-1A filed via
EDGAR filed on October 20, 1995 (File No. 2-63394).
- ----------------
*Filed herewith.
Item 25. Persons Controlled by or under Common Control with Registrant.
None.
Item 26. Number of Holders of Securities.
As of December 1, 1995 there were 98,939, 170,176 and 1,093 record holders
of Class A, Class B and Class C shares of common stock, respectively, $.01 par
value per share, of the Registrant.
Item 27. Indemnification.
As permitted by Sections 17(h) and (i) of the Investment Company Act of 1940
(the 1940 Act) and pursuant to Article VI of the Fund's By-Laws (Exhibit 2 to
the Registration Statement), officers, directors, employees and agents of the
Registrant will not be liable to the Registrant, any stockholder, officer,
director, employee, agent or other person for any action or failure to act,
except for bad faith, willful misfeasance, gross negligence or reckless
disregard of duties, and those individuals may be indemnified against
liabilities in connection with the Registrant, subject to the same exceptions.
Section 2-418 of Maryland General Corporation Law permits indemnification of
directors who acted in good faith and reasonably believed that the conduct was
in the best interests of the Registrant. As permitted by Section 17(i) of the
1940 Act, pursuant to Section 10 of each Distribution Agreement (Exhibits 6(b),
6(c) and 6(d) to the Registration Statement), each Distributor of the Registrant
may be indemnified against liabilities which it may incur, except liabilities
arising from bad faith, gross negligence, willful misfeasance or reckless
disregard of duties.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (Securities Act) may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
1940 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in connection with the successful defense of any
action, suit or proceeding) is asserted against the Registrant by such director,
officer or controlling person in connection with the shares being registered,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 1940 Act and will be governed by the final adjudication of such
issue.
The Registrant intends to purchase an insurance policy insuring its officers
and directors against liabilities, and certain costs of defending claims against
such officers and directors, to the extent such officers and directors are not
found to have committed
C-2
<PAGE>
conduct constituting willful misfeasance, bad faith, gross negligence or
reckless disregard in the performance of their duties. The insurance policy also
insures the Registrant against the cost of indemnification payments to officers
and directors under certain circumstances.
Section 9 of the Management Agreement (Exhibit 5(a) to the Registration
Statement) and Section 4 of the Subadvisory Agreement (Exhibit 5(b) to the
Registration Statement) limit the liability of Prudential Mutual Fund
Management, Inc. (PMF) and The Prudential Investment Corporation (PIC),
respectively, to liabilities arising from willful misfeasance, bad faith or
gross negligence in the performance of their respective duties or from reckless
disregard by them of their respective obligations and duties under the
agreements.
The Registrant hereby undertakes that it will apply the indemnification
provisions of its By-Laws and each Distribution Agreement in a manner consistent
with Release No. 11330 of the Securities and Exchange Commission under the 1940
Act so long as the interpretation of Sections 17(h) and 17(i) of such Act remain
in effect and are consistently applied.
Item 28. Business and other Connections of Investment Adviser
(a) Prudential Mutual Fund Management, Inc.
See "How the Fund is Managed-Manager" in the Prospectus constituting Part A
of this Registration Statement and "Manager" in the Statement of Additional
Information constituting Part B of this Registration Statement.
The business and other connections of the officers of PMF are listed in
Schedules A and D of Form ADV of PMF as currently on file with the Securities
and Exchange Commission, the text of which is hereby incorporated by reference
(File No. 801-31104, filed on March 30, 1995).
The business and other connections of PMF's directors and principal
executive officers are set forth below. Except as otherwise indicated, the
address of each person is One Seaport Plaza, New York, NY 10292.
<TABLE>
Name and Address Position with PMF Principal Occupations
- ---------------- ----------------- ---------------------
<S> <C> <C>
Brendan D. Boyle Executive Vice Executive Vice President, Director of
President, Director Marketing and Director, PMF; Senior Vice
of Marketing President, Prudential Securities
and Director Incorporated (Prudential Securities);
Chairman and Director of Prudential Mutual
Fund Distributors, Inc. (PMFD)
Stephen P. Fisher Senior Vice President Senior Vice President, PMF; Senior Vice President,
Prudential Securities; Vice President, PMFD
Frank W. Giordano Executive Vice Executive Vice President, General Counsel,
President, General Secretary and Director, PMF and PMFD;
Counsel, Secretary Senior Vice President, Prudential
and Director Securities; Director, Prudential Mutual
Fund Services, Inc., (PMFS)
Robert F. Gunia Executive Vice Executive Vice President, Chief Financial
President, Chief and Administrative Officer, Treasurer and
Financial and Director, PMF; Senior Vice President,
Administrative Prudential Securities; Executive Vice
Officer, Treasurer President, Chief Financial Officer,
and Director Treasurer and Director, PMFD; Director,
PMFS
Theresa A. Hamacher Director Director, PMF, Vice President, Prudential;
Prudential Plaza Vice President, Prudential Investment
Newark, N.J. 07102 Corporation (PIC)
Timothy J. O'Brien Director President, Chief Executive Officer, Chief
Raritan Plaza One Operating Officer and Director, PMFD;
Edison, N.J.08837 Chief Executive Officer and Director,
PMFS; Director, PMF
Richard A. Redeker President, Chief President, Chief Executive Officer and
Executive Officer and Director, PMF; Executive Vice President,
Director Director and Member of the Operating
Committee, Prudential Securities;
Director, Prudential Securities Group,
Inc. (PSG); Executive Vice President, PIC;
Director, PMFD; Director, PMFS
S. Jane Rose Senior Vice Senior Vice President, Senior Counsel and
President, Senior Assistant Secretary, PMF; Senior Vice
Counsel and President and Senior Counsel, Prudential
Assistant Secretary Securities
</TABLE>
C-3
<PAGE>
(b) Prudential Investment Corporation (PIC)
See "How the Fund is Managed-Manager" in the Prospectus constituting Part A
of this Registration Statement and "Manager" in the Statement of Additional
Information constituting Part B of this Registration Statement.
The business and other connections of PIC's directors and executive officers
are as set forth below. Except as otherwise indicated, the address of each
person is Prudential Plaza, Newark, NJ 07102.
<TABLE>
Name and Address Position with PIC Principal Occupations
- ---------------- ----------------- ---------------------
<S> <C> <C>
William M. Bethke Senior Vice President Senior Vice President, Prudential; Senior
Two Gateway Center Vice President, PIC
Newark, NJ 07102
John D. Brookmeyer, Jr. Senior Vice President Senior Vice President, Prudential; Senior
51 JFK Parkway and Director Vice President and Director, PIC
Short Hills, NJ 07078
Barry M. Gillman Director Director, PIC
Theresa A. Hamacher Vice President Vice President, Prudential; Vice President,
PIC; Director, PMF
Harry E. Knapp, Jr. President, Chairman of President, Chairman of the Board, Director
the Board, Director and Chief Executive Officer, PIC; Vice
and Chief President, Prudential
Executive Officer
William P. Link Senior Vice Executive Vice President, Prudential; Senior
Four Gateway Center President Vice President, PIC
Newark, NJ 07102
Richard A. Redeker Executive Vice President, Chief Executive Officer and
President Director, PMF; Executive Vice President,
Director and Member of the Operating
Committee, Prudential Securities;
Director, PSG; Executive Vice President,
PIC; Director, PMFD; Director, PMFS
Eric A. Simonson Vice President Vice President and Director, PIC; Executive
and Director Vice President, Prudential
Claude J. Zinngrabe, Jr. Executive Vice Vice President, Prudential; Executive Vice
President President, PIC
</TABLE>
Item 29. Principal Underwriters
(a)(i) Prudential Securities
Prudential Securities Incorporated is distributor for Prudential Government
Securities Trust (Intermediate Term Series), Prudential Jennison Fund, Inc., The
Target Portfolio Trust for Class B and Class C shares of Prudential Allocation
Fund, Prudential California Municipal Fund (California Income Series and
California Series), Prudential Diversified Bond Fund, Inc., Prudential Equity
Fund, Inc., Prudential Equity Income Fund, Prudential Europe Growth Fund, Inc.,
Prudential Global Fund, Inc., Prudential Global Genesis Fund, Inc., Prudential
Global Natural Resources Fund, Inc., Prudential Government Income Fund, Inc.,
Prudential Growth Opportunity Fund, Inc., Prudential High Yield Fund, Inc.,
Prudential Intermediate Global Income Fund, Inc., Prudential Mortgage Income
Fund, Inc., Prudential Multi-Sector Fund, Inc., Prudential Municipal Bond Fund,
Prudential Municipal Series Fund (except Connecticut Money Market Series,
Massachusetts Money Market Series, New York Money Market Series, and New Jersey
Money Market Series), Prudential National Municipals Fund, Inc., Prudential
Pacific Growth Fund, Inc., Prudential Global Limited Maturity Fund, Inc.,
Prudential Structured Maturity Fund, Inc., Prudential U.S. Government Fund,
Prudential Utility Fund, Inc., Global Utility Fund, Inc., The BlackRock
Government Income Trust and Nicholas-Applegate Fund, Inc. (Nicholas-Applegate
Growth Equity Fund). Prudential Securities is also a depositor for the following
unit investment trusts:
C-4
<PAGE>
Corporate Investment Trust Fund
Prudential Equity Trust Shares
National Equity Trust
Prudential Unit Trusts
Government Securities Equity Trust
National Municipal Trust
(ii) Prudential Mutual Fund Distributors, Inc.
Prudential Mutual Fund Distributors, Inc. is distributor for Command
Government Fund, Command Money Fund, Command Tax-Free Fund, Prudential
California Municipal Fund (California Money Market Series), Prudential
Government Securities Trust (Money Market Series and U.S. Treasury Money Market
Series), Prudential Institutional Liquidity Portfolio, Inc., Prudential-Bache
MoneyMart Assets (d/b/a Prudential MoneyMart Assets), Prudential Municipal
Series Fund (Connecticut Money Market Series, Massachusetts Money Market Series,
New York Money Market Series and New Jersey Money Market Series),
Prudential-Bache Special Money Market Fund, Inc. (d/b/a Prudential Special Money
Market Fund), Prudential-Bache Tax-Free Money Fund, Inc. (d/b/a Prudential
Tax-Free Money Fund), and for Class A shares of Prudential Allocation Fund,
Prudential California Municipal Fund (California Income Series and California
Series), Prudential Diversified Bond Fund, Inc., Prudential Equity Fund, Inc.,
Prudential Equity Income Fund, Prudential Europe Growth Fund, Inc., Prudential
Global Fund, Inc., Prudential Global Genesis Fund, Inc., Prudential Global
Natural Resources Fund, Inc., Prudential Government Income Fund, Inc.,
Prudential Growth Opportunity Fund, Inc., Prudential High Yield Fund, Inc.,
Prudential Intermediate Global Income Fund, Inc., Prudential Mortgage Income
Fund, Inc., Prudential Multi-Sector Fund, Inc., Prudential Municipal Bond Fund,
Prudential Municipal Series Fund (Arizona Series, Florida Series, Georgia
Series, Hawaii Income Series, Maryland Series, Massachusetts Series, Michigan
Series, Minnesota Series, New Jersey Series, North Carolina Series, Ohio Series
and Pennsylvania Series), Prudential National Municipals Fund, Inc., Prudential
Pacific Growth Fund, Inc., Prudential Global Limited Maturity Fund, Inc.,
Prudential Structured Maturity Fund, Inc., Prudential U.S. Government Fund,
Prudential Utility Fund, Inc., Global Utility Fund, Inc., Nicholas-Applegate
Fund, Inc. (Nicholas-Applegate Growth Equity Fund) and The BlackRock Government
Income Trust.
(b)(i) Information concerning the directors and officers of Prudential
Securities Incorporated is set forth below.
Positions and Positions and
Offices with Offices with
Name(1) Underwriter the Registrant
- ----- ----------- --------------
Robert C. Golden ......... Executive Vice President None
One New York Plaza and Director
New York, NY
Alan D. Hogan ............ Executive Vice President, None
Chief Administrative
Officer and Director
George A. Murray ......... Executive Vice President None
and Director
Leland B. Paton .......... Executive Vice President None
One New York Plaza and Director
New York, NY
Martin Pfinsgraff......... Executive Vice President, None
Chief Financial Officer
and Director
Vincent T. Pica, II ...... Executive Vice President None
One New York Plaza and Director
New York, NY
Richard A. Redeker ....... Executive Vice President President and Director
and Director
Hardwick Simmons ......... Chief Executive Officer, None
President and Director
Lee B. Spencer ........... General Counsel, Executive None
Vice President,
Secretary and Director
C-5
<PAGE>
(ii) Information concerning the officers and directors of Prudential Mutual
Fund Distributors, Inc. is set forth below.
Positions and Positions and
Offices with Offices with
Name(1) Underwriter the Registrant
- ----- ----------- --------------
Joanne Accurso-Soto ........ Vice President None
Dennis N. Annarumma ........ Vice President, None
Assistant Treasurer
and Assistant
Comptroller
Phyllis J. Berman .......... Vice President None
Brendan D. Boyle ........... Chairman and Director None
Stephen P. Fisher .......... Vice President None
Frank W. Giordano .......... Executive Vice President,
General Counsel,
Secretary and Director
Robert F. Gunia ............ Executive Vice Vice President
President, Chief
Financial Officer,
Treasurer, and Director
Timothy J. O'Brien ......... President, Chief None
Raritan Plaza One Executive Officer,
Edison, N.J. 08837 Chief Operating
Officer and Director
Richard A. Redeker ......... Director Director and President
Andrew J. Varley ........... Vice President None
Raritan Plaza One
Edison, N.J. 08837
- --------------
(1)The address of each person named is One Seaport Plaza, New York, NY 10292
unless otherwise indicated.
(c) Registrant has no principal underwriter who is not an affiliated person
of the Registrant.
Item 30. Location of Accounts and Records
All accounts, books and other documents required to be maintained by Section
31(a) of the 1940 Act and the Rules thereunder are maintained at the offices of
State Street Bank and Trust Company, One Heritage Drive, North Quincy,
Massachusetts 02171, The Prudential Investment Corporation, Prudential Plaza,
745 Broad Street, Newark, New Jersey 07102, the Registrant, One Seaport Plaza,
New York, New York, 10292 and Prudential Mutual Fund Services, Inc., Raritan
Plaza One, Edison, New Jersey 08837. Documents required by Rules 31a-1(b)(5),
(6), (7), (9), (10) and (11) and 31a-1(f) will be kept at 2 Gateway Center,
Newark, New Jersey, documents required by Rules 31a-1(b)(4) and (11) and
31a-1(d) at One Seaport Plaza and the remaining accounts, books and other
documents required by such other pertinent provisions of Section 31(a) and the
Rules promulgated thereunder will be kept by State Street Bank and Trust Company
and Prudential Mutual Fund Services, Inc.
Item 31. Management Services
Other than as set forth under the captions "How the Fund is Managed-Manager"
and "How the Fund is Managed-Distributor" in the Prospectus and the captions
"Manager" and "Distributor" in the Statement of Additional Information,
constituting Parts A and B, respectively, of this Registration Statement,
Registrant is not a party to any management-related service contract.
Item 32. Undertakings
The Registrant hereby undertakes to furnish each person to whom a Prospectus
is delivered with a copy of Registrant's latest annual report to shareholders
upon request and without charge.
C-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
and State of New York, on the 18th day of December, 1995.
PRUDENTIAL HIGH YIELD FUND, INC.
/s/ Richard A. Redeker
--------------------------------------
(Richard A. Redeker, President)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ------ ----
/s/ Richard A. Redeker President and Director December 18, 1995
- -----------------------------
Richard A. Redeker
/s/ Delayne D. Gold Director December 18, 1995
- -----------------------------
Delayne D. Gold
/s/ Arthur Hauspurg Director December 18, 1995
- -----------------------------
Arthur Hauspurg
/s/ Harry A. Jacobs, Jr. Director December 18, 1995
- -----------------------------
Harry A. Jacobs, Jr.
/s/ Stephen P. Munn Director December 18, 1995
- -----------------------------
Stephen P. Munn
/s/ Louis A. Weil, III Director December 18, 1995
- -----------------------------
Louis A. Weil, III
/s/ Grace Torres Treasurer and Principal December 18, 1995
- ----------------------------- Financial and Accounting
Grace Torres Officer
C-7
<PAGE>
EXHIBIT INDEX
1. (a) Restated Articles of Incorporation. Incorporated by reference to Exhibit
1 to Post-Effective Amendment No. 22 to the Registration Statement filed on Form
N-1A via EDGAR on March 1, 1994 (file No. 2-63394).
(b) Articles of Amendment. Incorporated by reference to Exhibit 1(b) to
Post-Effective Amendment No. 25 to the Registration Statement filed on Form N-1A
via EDGAR on March 1, 1995 (File No. 2-63394).
(c) Articles Supplementary. Incorporated by reference to Exhibit 1(c) to
Post-Effective Amendment No. 25 to the Registration Statement filed on Form N-1A
via EDGAR on March 1, 1995 (File No. 2-63394).
2. Amended and Restated By-Laws. Incorporated by reference to Exhibit 2 to
Post-Effective Amendment No. 22 to the Registration Statement filed on Form N-1A
via Edgar on March 1, 1994 (file No. 2-63394).
4. Instruments defining rights of holders of the securities being offered.
Incorporated by reference to Exhibits Nos. 1 and 2 above.
5. (a) Management Agreement between the Registrant and Prudential Mutual Fund
Management, Inc., incorporated by reference to Exhibit 5(a) to Post-Effective
Amendment No. 15 to Registration Statement on Form N-1A (File No. 2-63394).
(b) Management Agreement, as amended, between the Registrant and Prudential
Mutual Fund Management, Inc., incorporated by reference to Exhibit 5(b) to
Post-Effective Amendment No. 18 to Registration Statement on Form N-1A (File No.
2-63394).
(c) Subadvisory Agreement between Prudential Mutual Fund Management, Inc. and
The Prudential Investment Corporation, incorporated by reference to Exhibit 5(b)
to Post-Effective Amendment No. 15 to Registration Statement on Form N-1A (File
No. 2-63394).
6. (a) Selected Dealers Agreement, incorporated by reference to Exhibit 6(d) to
Post-Effective Amendment No. 2 to Registration Statement on Form N-1A (File No.
2-63394).
(b) Distribution and Service Agreement for Class A Shares. Incorporated by
reference to Exhibit 6(b) to Post-Effective Amendment No. 25 to the Registration
Statement filed on Form N-1A via EDGAR on March 1, 1995 (File No. 2-63394).
(c) Distribution and Service Agreement for Class B Shares. Incorporated by
reference to Exhibit 6(c) to Post-Effective Amendment No. 25 to the Registration
Statement filed on Form N-1A via EDGAR on March 1, 1995 (File No. 2-63394).
(d) Distribution and Service Agreement for Class C Shares. Incorporated by
reference to Exhibit 6(d) to Post-Effective Amendment No. 25 to the Registration
Statement filed on Form N-1A via EDGAR on March 1, 1995 (File No. 2-63394).
(e) Form of Distribution and Service Agreement for Class Z Shares. Incorporated
by reference to Post-Effective Amendment No. 26 to Registration Statement on
Form N-1A filed via EDGAR filed on October 20, 1995 (File No. 2-63394).
8. Custodian Agreement dated July 26, 1990, between the Registrant and State
Street Bank and Trust Company, incorporated by reference to Exhibit 8 to
Post-Effective Amendment No.19 to Registration Statement on Form N-1A (File
No.2-63394).
9. Transfer Agency and Service Agreement between the Registrant and Prudential
Mutual Fund Services, Inc., incorporated by reference to Exhibit 9(b) to
Post-Effective Amendment No. 14 to Registration Statement on Form N-1A (File No.
2-63394).
11. Consent of Independent Accountants.*
15. (a) Distribution and Service Plan for Class A Shares. Incorporated by
reference to Exhibit 15(a) to Post-Effective Amendment No. 25 to the
Registration Statement filed on Form N-1A via EDGAR on March 1, 1995 (File No.
2-63394).
(b) Distribution and Service Plan for Class B Shares. Incorporated by reference
to Exhibit 15(b) to Post-Effective Amendment No. 25 to the Registration
Statement filed on Form N-1A via EDGAR on March 1, 1995 (File No. 2-63394).
(c) Distribution and Service Plan for Class C Shares. Incorporated by reference
to Exhibit 15(c) to Post-Effective Amendment No. 25 to the Registration
Statement filed on Form N-1A via EDGAR on March 1, 1995 (File No. 2-63394).
16. (a) Schedule of Calculation of Yield and Average Annual Total Return (Class
B Shares), incorporated by reference to Exhibit 16 to Post-Effective Amendment
No. 15 to Registration Statement on Form N-1A (File No. 2-63394).
(b) Schedule of Calculation of Average Annual Total Return (Class A Shares),
incorporated by reference to Exhibit 16(b) to Post-Effective Amendment No.19 to
Registration Statement on Form N-1A (File No.2-63394).
(c) Schedule of Calculation of Aggregate Total Return for Class A and Class B
shares, incorporated by reference to Exhibit 16(c) to Post-Effective Amendment
No. 21 to Registration Statement on Form N-1A (File No. 2-63394).
17. Financial Data Schedule. Filed as Exhibit 17 to Post-Effective Amendment No.
26 to Registration Statement on Form N-1A filed via EDGAR on October 20, 1995
(File No. 2-63394).
- ----------------
*Filed herewith.
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 27 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated February 21, 1995, relating to the financial
statements and financial highlights of Prudential High Yield Fund, Inc., which
appears in the Statement of Additional Information constituting part of
Post-Effective Amendment No. 26 to the registration statement on Form N-1A
("Post-Effective Amendment No. 26") and to the use of such report in Post
Effective Amendment No. 26. We also consent to the incorporation by reference in
the Registration Statement of the references to us under the headings
"Custodian, Transfer and Dividend Disbursing Agent and Independent Accountants"
and "Financial Highlights" in the Statement of Additional Information and the
Prospectus, respectively, constituting parts of Post-Effective Amendment No. 26.
PRICE WATERHOUSE LLP
New York, NY
December 19, 1995
