SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
/ / Preliminary proxy statement
/ X / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
THE NEW YORK TAX-EXEMPT INCOME FUND, INC.
- ------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
THE NEW YORK TAX-EXEMPT INCOME FUND, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ X / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or
14a-6(j)(2).
/ / $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: 1
(4) Proposed maximum aggregate value of transaction:
/ / 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:
(2) Form, schedule or registration statement no.:
(3) Filing Party:
(4) Date Filed:
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1 - Set forth the amount on which the filing fee is calculated and
state how it was determined.
<PAGE>
THE NEW YORK TAX-EXEMPT INCOME FUND, INC.
3410 South Galena Street, Denver, Colorado 80231
Notice Of Annual Meeting Of Shareholders
To Be Held May 3, 1995
To The Shareholders of
The New York Tax-Exempt Income Fund, Inc.:
Notice is hereby given that the Annual Meeting of the Shareholders
of The New York Tax-Exempt Income Fund, Inc. (the "Fund") will be held
at 3410 South Galena Street, Denver, Colorado 80231, at 10:00 A.M.,
Denver time, on Wednesday, May 3, 1995, or any adjournments thereof
(the "Meeting"), for the following purposes:
(1) To elect three Directors in Class II to hold office until the
term of such class shall expire in 1998 or until their successors
are elected and shall qualify;
(2) To ratify the selection of Deloitte & Touche LLP as the
independent certified public accountants and auditors of the Fund
for the fiscal year commencing November 1, 1994 (Proposal No. 1);
and
(3) To transact such other business as may properly come before
the Meeting.
Shareholders of record at the close of business on March 10, 1995
are entitled to vote at the Meeting. The election of Directors and the
Proposal are more fully discussed in the Proxy Statement. Please read
it carefully before telling us, through your proxy or in person, how
you wish your shares to be voted. The Board of Directors of the Fund
recommends a vote to elect each of its nominees as Director and in
favor of the Proposal. WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED
PROXY PROMPTLY.
By Order of the Board of Directors,
George C. Bowen, Secretary
March 31, 1995
Shareholders who do not expect to attend the Meeting are requested to
indicate voting instructions on the enclosed proxy and to date, sign
and return it in the accompanying postage-paid envelope. To avoid
unnecessary expense and duplicate mailings, we ask your cooperation in
promptly mailing your proxy no matter how large or small your holdings
may be.
875
<PAGE>
THE NEW YORK TAX-EXEMPT INCOME FUND, INC.
3410 South Galena Street, Denver, Colorado 80231
PROXY STATEMENT
Annual Meeting Of Shareholders
To Be Held May 3, 1995
This Proxy Statement is furnished to the shareholders of The New York
Tax-Exempt Income Fund, Inc. (the "Fund") in connection with the
solicitation by the Fund's Board of Directors of proxies to be used at
the Annual Meeting of Shareholders to be held at 3410 South Galena
Street, Denver, Colorado 80231, at 10:00 A.M., Denver time, on May 3,
1995, or any adjournments thereof (the "Meeting"). It is expected that
the mailing of this Proxy Statement will be made on or about March 31,
1995. For a free copy of the annual report covering the operations of
the Fund for the fiscal year ending October 31, 1994, call Shareholder
Financial Services, Inc., the Fund's transfer agent, at 1-800-647-7374.
The enclosed proxy, if properly executed and returned, will be voted
(or counted as an abstention or withheld from voting) in accordance
with the choices specified thereon, and will be included in determining
whether there is a quorum to conduct the Meeting. The proxy will be
voted in favor of the nominees for Director named in this Proxy
Statement unless a choice is indicated to withhold authority to vote
for all listed nominees or any individual nominee. The proxy will be
voted in favor of the Proposal to ratify the selection of independent
auditors unless a choice is indicated to vote against or to abstain
from voting on the Proposal. Shares owned of record by broker-dealers
for the benefit of their customers ("street account shares") will be
voted by the broker-dealer based on instructions received from its
customers. If no instructions are received, the broker-dealer may (if
permitted under applicable stock exchange rules), as record holder,
vote such shares in the same proportion as that broker-dealer votes
street account shares for which voting instructions were timely
received. If a shareholder executes and returns a proxy but fails to
indicate how the votes should be cast, the proxy will be voted in favor
of the election of each of the nominees named herein for Director and
in favor of the Proposal.
The proxy may be revoked at any time prior to the voting by: (1)
writing to the Secretary of the Fund at 3410 South Galena Street,
Denver, Colorado 80231; (2) attending the Meeting and voting in person;
or (3) signing and returning a new proxy (if returned and received in
time to be voted).
The cost of the preparation and distribution of these proxy materials
is an expense of the Fund. In addition to the solicitation of proxies
by mail, proxies may be solicited by officers or employees of the
Fund's investment adviser, Oppenheimer Management Corporation (the
"Adviser"), personally or by telephone or telegraph; any expenses so
incurred will also be borne by the Fund. Brokers, banks and other
fiduciaries may be required to forward soliciting material to their
principals and to obtain authorization for the execution of proxies.
For those services they will be reimbursed by the Fund for their out-
of-pocket expenses.
Shares Outstanding and Entitled to Vote. As of March 10, 1995, the
record date, there were 2,419,022 shares of the Fund issued and
outstanding. All shares of the Fund have equal voting rights as to the
election of Directors and as to the Proposal described herein, and the
holders of shares are entitled to one vote for each share (and a
fractional vote for a fractional share) held of record at the close of
business on the record date. As of the record date, no person owned of
record or was known by the management of the Fund to be the beneficial
owner of 5% or more of the outstanding shares of the Fund.
ELECTION OF DIRECTORS
The Articles of Incorporation of the Fund provide that the Board of
Directors shall consist of three classes of Directors with overlapping
three year terms. One class of Directors is to be elected each year
with terms extending to the third succeeding annual meeting after such
election, or until their successors shall be duly elected and shall
have qualified. At the Meeting, three Class II Directors are to be
elected for a three year term, as described below, or until the
respective successors of each shall be duly elected and shall have
qualified. The persons named as attorneys-in-fact in the enclosed
proxy have advised the Fund that unless the proxy instructs them to
withhold authority to vote for all listed nominees or any individual
nominee, all validly executed proxies will be voted by them for the
election of the nominees named below as Directors of the Fund. The
proxies being solicited cannot be voted for more than three nominees.
Each of the Class II nominees, C. Howard Kast, Robert M. Kirchner and
Ned M. Steel, are presently Directors of the Fund. All present
Directors of the Fund have been previously elected by the Fund's
shareholders, except for Mr. Robert G. Avis, who was appointed a
Director in 1993 by the Fund's Board of Directors to fill a vacancy.
Each nominee has agreed to be nominated and to serve as a Director.
Class II Directors to be elected at the Meeting shall serve as such for
a three year term and constitute the second class of the Board. The
first and third classes of the Board and the expiration dates of their
terms of office are shown below.
Each of the nominees and other Directors is also a trustee, director or
managing general partner of Oppenheimer Total Return Fund, Inc.,
Oppenheimer Equity Income Fund, Oppenheimer Cash Reserves, Centennial
America Fund, L.P., Oppenheimer Variable Account Funds, Oppenheimer
Champion High Yield Fund, Oppenheimer High Yield Fund, Oppenheimer Main
Street Funds, Inc., Oppenheimer Strategic Funds Trust, Oppenheimer
Strategic Short-Term Income Fund, Oppenheimer Strategic Income & Growth
Fund, Oppenheimer Strategic Investment Grade Bond Fund, Oppenheimer
Integrity Funds, Oppenheimer Limited-Term Government Fund, Oppenheimer
Tax-Exempt Bond Fund, Centennial Money Market Trust, Centennial
Government Trust, Centennial New York Tax-Exempt Trust, Centennial
California Tax-Exempt Trust, Daily Cash Accumulation Fund, Inc. and
Centennial Tax-Exempt Trust (together with the Fund, the "Denver
OppenheimerFunds"). Mr. Fossel and Mr. Swain are President and
Chairman, respectively, of all the Denver OppenheimerFunds.
The nominees and other Directors indicated below by an asterisk are
"interested persons" (as that term is defined in the Investment Company
Act of 1940, as amended, hereinafter referred to as the "Investment
Company Act") of the Fund due to the positions indicated with the
Adviser or its affiliates or a securities dealer or other positions
described. The year given below indicates when the nominees and the
other Directors first became a trustee or director of any of the Denver
OppenheimerFunds without a break in service. If a nominee should be
unable to accept election, the Board of Directors may, in its
discretion, select another person to fill the vacant position. As of
March 10, 1995, none of the Directors and officers of the Fund
beneficially owned shares of the Fund.
<TABLE>
<CAPTION>
Name and Business Experience Term
Information During the Past Five Years Current Expires
<S> <C> <C>
Class I
William A. Baker
first became a Trustee
or Director in 1966.
Age: 80 Management Consultant. 1997
Charles Conrad, Jr.
first became a Trustee
or Director in 1970.
Age: 64 Vice President of McDonnell
Douglas, Ltd.; formerly associated
with the National Aeronautics and
Space Administration. 1997
Raymond J. Kalinowski
first became a Trustee
or Director in 1988.
Age: 65 Director of Wave Technologies International,
Inc.; Formerly Vice Chairman and a
director of A.G. Edwards, Inc., parent holding
company of A.G. Edwards & Sons,
Inc. (a broker-dealer), of which he was
Senior Vice President. 1997
Class II
C. Howard Kast
first became a Trustee
or Director in 1988.
Age: 73 Formerly Managing Partner of Deloitte,
Haskins & Sells (an accounting firm). 1995
Robert M. Kirchner
first became a Trustee
or Director in 1963.
Age: 73 President of The Kirchner Company
(management consultants). 1995
Ned M. Steel
first became a Trustee
or Director in 1963.
Age: 79 Chartered property and casualty underwriter;
Director of Visiting Nurse Corporation of
Colorado; formerly Senior Vice President
and a director of Van Gilder Insurance Corp.
(insurance brokers). 1995
Class III
Robert G. Avis *
first became a Trustee
or Director in 1993
Age: 63
Vice Chairman of A.G. Edwards & Sons, Inc.
(a broker-dealer) and A.G. Edwards, Inc.
(its parent holding company); Chairman of
A.G.E. Asset Management and A.G. Edwards
Trust Company (its affiliated investment
adviser and trust company,
respectively). 1996
Jon S. Fossel*
first became a Trustee
or Director in 1990.
Age: 53
Chairman, Chief Executive Officer
and a director of the Adviser; President
and a director of Oppenheimer Acquisition Corporation
("OAC"), parent of the Adviser; President and a
director of HarbourView Asset Management
Corporation ("HarbourView"), an investment
adviser subsidiary of
the Adviser; a director of Shareholder
Services, Inc. ("SSI") and Shareholder
Financial Services, Inc. ("SFSI"), transfer
agent subsidiaries of the Adviser; formerly
President of the Adviser. 1996
James C. Swain*
first became a
Trustee or Director
in 1969.
Age: 61 Vice Chairman and a director of the
Adviser, President and a director of
Centennial Asset Management Corporation
("Centennial"), an investment adviser
subsidiary of the Adviser; formerly President
and a director of Oppenheimer Asset Management
Corporation ("OAMC"), an investment adviser
that was a subsidiary of the Adviser, and
Chairman of the Board of SSI. 1996
</TABLE>
Vote Required. The affirmative vote of a majority of the voting power
of the shares present and entitled to vote is required for the election
of a nominee as Director. The Board of Directors recommends a vote for
the election of each nominee.
Functions of the Board of Directors. The primary responsibility for
the management of the Fund rests with the Board of Directors. The
Directors meet regularly to review the activities of the Fund and the
Adviser, which is responsible for the Fund's day-to-day operations.
Six regular meetings of the Board were held in the fiscal year ended
October 31, 1994 and all of the Directors except Mr. Fossel were
present for at least 75% of those meetings. The Directors of the Fund
have appointed an Audit and Review Committee (the "Audit Committee"),
comprised of Messrs. Baker (Chairman), Conrad and Kirchner, none of
whom is an "interested person" (as that term is defined in the
Investment Company Act) of the Adviser or the Fund. The functions of
the Audit Committee include (i) making recommendations to the Board
concerning the selection of independent auditors for the Fund (subject
to shareholder ratification); (ii) reviewing the methods, scope and
results of audits and the fees charged; (iii) reviewing the adequacy of
the Fund's internal accounting procedures and controls; and (iv)
establishing a separate line of communication between the Fund's
independent auditors and its independent Directors. The Audit
Committee met six times during the fiscal year ended October 31, 1994
and all members attended at least 75% of the meetings held during this
period. The Board of Directors does not have a standing nominating or
compensation committee.
Remuneration of Directors and Officers. The officers of the Fund are
affiliated with the Advisor; they and the Directors of the Fund who are
affiliated with the Advisor (Messrs. Fossel and Swain, who are both
officers and Directors) receive no salary or fee from the Fund. The
Directors of the Fund (excluding Messrs. Fossel and Swain) received the
total amounts shown below (i) from the Fund, during its fiscal year
ended October 31, 1994, and (ii) from all 22 of the Denver-based
OppenheimerFunds (including the Fund) listed in the third paragraph of
this section, for services in the positions shown:
<TABLE>
<CAPTION>
Total Compensation
Aggregate From All
Compensation Denver-based
Name and Position from Fund OppenheimerFunds1
<S> <C> <C>
Robert G. Avis $645 $53,000.00
Director
William A. Baker $891 $73,257.01
Audit and Review Committee
Chairman and Director
Charles Conrad, Jr. $831 $68,293.67
Audit and Review Committee
Member and Director
Raymond J. Kalinowski $645 $53,000.00
Director
C. Howard Kast $645 $53,000.00
Director
Robert M. Kirchner $831 $68,293.67
Audit and Review Committee
Member and Director
Ned M. Steel $645 $53,000.00
Director
</TABLE>
______________________
1 For the 1994 calendar year.
Officers of the Fund. Each officer of the Fund is elected by the
Directors to serve an annual term. Information is given below about
the Fund's executive officers who are not Directors of the Fund,
including their business experience during the past five years.
Messrs. Bishop, Donohue, Bowen, Farrar and Zack serve in a similar
capacity with the other Denver OppenheimerFunds.
Robert E. Patterson, Vice President and Portfolio Manager; Age 51.
Senior Vice President of the Adviser; an officer of other
OppenheimerFunds.
Andrew J. Donohue, Vice President; Age 44.
Executive Vice President and General Counsel of the Adviser and
Oppenheimer Funds Distributor, Inc. (the "Distributor"); an officer of
other OppenheimerFunds; formerly, Senior Vice President and Associate
General Counsel of the Adviser and the Distributor, Partner in Kraft &
McManimon (a law firm), an officer of First Investors Corporation (a
broker-dealer) and First Investors Management Company, Inc. (broker-
dealer and investment adviser), director and an officer of First
Investors Family of Funds and First Investors Life Insurance Company.
George C. Bowen, Vice President, Secretary and Treasurer; Age 58.
Senior Vice President and Treasurer of the Adviser; Vice President and
Treasurer of the Distributor and HarbourView; Senior Vice President,
Treasurer, Assistant Secretary and a director of Centennial; Vice
President, Treasurer and Secretary of SSI and SFSI; an officer of other
OppenheimerFunds; formerly Senior Vice President/Comptroller and
Secretary of OAMC.
Robert G. Zack, Assistant Secretary; Age 46.
Senior Vice President and Associate General Counsel of the Adviser;
Assistant Secretary of SSI and SFSI; an officer of other
OppenheimerFunds.
Robert Bishop, Assistant Treasurer; Age 36.
Assistant Vice President of the Adviser/Mutual Fund Accounting; an
officer of other OppenheimerFunds; previously a Fund Controller for the
Adviser, prior to which he was an Accountant for Resolution Trust
Corporation and previously an Accountant and Commissions Supervisor for
Stuart James Company Inc., a broker-dealer.
Scott Farrar, Assistant Treasurer; Age 29.
Assistant Vice President of the Adviser/Mutual Fund Accounting; an
officer of other OppenheimerFunds; previously a Fund Controller for the
Adviser, prior to which he was an International Mutual Fund Supervisor
for Brown Brothers Harriman & Co., a bank, and previously a Senior Fund
Accountant for State Street Bank & Trust Company.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
(Proposal No. 1)
The Investment Company Act requires that independent certified public
accountants and auditors ("auditors") be selected annually by the Board
of Directors and that such selection be ratified by the shareholders at
the next-convened annual meeting of the Fund, if one is held. The
Board of Directors of the Fund, including a majority of the Directors
who are not "interested persons" (as defined in the Investment Company
Act) of the Fund or the Adviser, at a meeting held October 25, 1994,
selected Deloitte & Touche LLP ("Deloitte") as auditors of the Fund for
the fiscal year beginning November 1, 1994. Deloitte also serves as
auditors for the Adviser and certain other funds for which the Adviser
acts as investment adviser. At the Meeting, a resolution will be
presented for the shareholders' vote to ratify the selection of
Deloitte as auditors. Representatives of Deloitte are not expected to
be present at the Meeting but they will have the opportunity to make a
statement if they desire to do so and they will be available should any
matter arise requiring their presence. The Board of Directors
recommends approval of the selection of Deloitte as auditors of the
Fund.
ADDITIONAL INFORMATION
The Advisor and 0the Distributor. Subject to the authority of the
Board of Directors, the Advisor is responsible for the day-to-day
management of the Fund's business, pursuant to its investment advisory
agreement with the Fund. The Advisor (including a subsidiary)
currently manages investment companies, including other
OppenheimerFunds, with assets of more than $29 billion as of December
31, 1994, and with more than 2.4 million shareholder accounts. The
Advisor is a wholly-owned subsidiary of Oppenheimer Acquisition Corp.
("OAC"), a holding company controlled by Massachusetts Mutual Life
Insurance Company ("MassMutual"). MassMutual is located at 1295 State
Street, Springfield, Massachusetts 01111. OAC acquired the Advisor on
October 22, 1990. As indicated below, the common stock of OAC is owned
by (i) certain officers and/or directors of the Advisor, (ii)
MassMutual and (iii) another investor. No institution or person holds
5% or more of OAC's outstanding common stock except MassMutual.
MassMutual has engaged in the life insurance business since 1851. It
is the nation's twelfth largest life insurance company by assets and
has an A.M. Best Co. rating of "A++".
The common stock of OAC is divided into three classes. At December 31,
1994, MassMutual held (i) all of the 2,160,000 shares of Class A voting
stock, (ii) 422,023 shares of Class B voting stock, and (iii) 937,403
shares of Class C non-voting stock. This collectively represented 80.2%
of the outstanding common stock and 86.5% of the voting power of OAC as
of that date. Certain officers and/or directors of the Advisor held
(i) 706,286 shares of the Class B voting stock, representing 16.1% of
the outstanding common stock and 10.9% of the voting power, and (ii)
options acquired without cash payment which, when they become
exercisable, allow the holders to purchase up to 744,282 shares of
Class C non-voting stock. That group includes persons who serve as
officers of the Fund, two of whom (Messrs. Jon S. Fossel and James C.
Swain) serve as Trustees of the Fund. Holders of OAC Class B and Class
C common stock may put (sell) their shares and vested options to OAC or
MassMutual at a formula price (based on earnings of the Advisor).
MassMutual may exercise call (purchase) options on all outstanding
shares of both such classes of common stock and vested options at the
same formula price, according to a schedule that will commence on
September 30, 1995. Since November 1, 1993, the only transaction by
persons who serve as Trustees of the Fund in excess of 1% of the
outstanding shares of common stock or options of OAC was by Mr. Fossel,
who sold 12,662 shares of Class B OAC common stock to MassMutual for
$791,248, for cash payments by OAC or MassMutual to be made as follows:
one-third of the amount due (i) within 30 days of the transaction, (ii)
by the first anniversary following the transaction (with interest), and
(iii) by the second anniversary following the transaction (with
interest). The address of the Advisor and OAC is Two World Trade
Center, New York, New York 10048-0203.
The Transfer, Shareholder Servicing and Dividend Paying Agent. SFSI, a
subsidiary of the Adviser, acts as primary transfer agent, shareholder
servicing agent and dividend paying agent for the Fund. Fees paid to
SFSI are based on the number of shareholder accounts and the number of
shareholder transactions, plus out-of-pocket costs and expenses. The
Fund incurred approximately $23,212 in expenses for the fiscal year
ended October 31, 1994 for services provided by SFSI. United Missouri
Trust Company of New York acts as co-transfer agent and co-registrar
with SFSI and provide such additional services as SFSI may request.
RECEIPT OF SHAREHOLDER PROPOSALS
Any shareholder who wishes to present a proposal for action at the next
annual meeting of shareholders and who wishes to have it set forth in a
proxy statement and identified in the form of proxy prepared by the
Fund must notify the Fund in such a manner so that such notice is
received by the Fund by December 1, 1995 and in such form as is
required under, and otherwise meets the requirements of, the rules and
regulations promulgated by the Securities and Exchange Commission.
OTHER BUSINESS
Management of the Fund knows of no business other than the matters
specified above that will be presented at the Meeting. Since matters
not known at the time of the solicitation may come before the Meeting,
the proxy as solicited confers discretionary authority with respect to
such matters as may properly come before the Meeting, including any
adjournment or adjournments thereof, and it is the intention of the
persons named as attorneys-in-fact in the proxy to vote the proxy in
accordance with their judgment on such matters.
By Order of the Board of Directors,
George C. Bowen, Secretary
March 31, 1995
<PAGE>
THE NEW YORK TAX-EXEMPT INCOME FUND, INC.
PROXY FOR ANNUAL SHAREHOLDERS MEETING TO BE HELD MAY 3, 1995
Your shareholder vote is important!
Your prompt response can save your Fund the expense of another mailing.
Please mark your proxy on the reverse side, date and sign it, and
return it promptly in the accompanying envelope, which requires no
postage if mailed in the United States.
Please detach at perforation before mailing.
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The New York Tax-Exempt Income Fund, Inc.
Proxy for Annual Shareholders Meeting to be held May 3, 1995.
The undersigned shareholder of The New York Tax-Exempt Income Fund,
Inc. (the "Fund") does hereby appoint James C. Swain, George C. Bowen,
Rendle Myer, and each of them, as attorneys-in-fact and proxies of the
undersigned, with full power of substitution, to attend the Annual
Meeting of Shareholders of the Fund to be held May 3, 1995, at 3410
South Galena Street, Denver, Colorado, 80231 at 10:00 A.M., Denver
time, and at all adjournments thereof, and to vote the shares held in
the name of the undersigned on the record date for said meeting for the
election of Directors and on the Proposal specified on the reverse
side. Said attorneys-in-fact shall vote in accordance with their best
judgment as to any other matter.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS, WHICH RECOMMENDS A
VOTE FOR THE ELECTION OF ALL NOMINEES FOR DIRECTOR AND FOR THE PROPOSAL
ON THE REVERSE SIDE. THE SHARES REPRESENTED HEREBY WILL BE VOTED AS
INDICATED ON THE REVERSE SIDE OR FOR IF NO CHOICE IS INDICATED.
<PAGE>
The New York Tax-Exempt Income Fund, Inc./Proxy for Annual Shareholders
Meeting to be held May 3, 1995
Your shareholder vote is important!
Your prompt response can save your Fund money.
Please vote, sign and mail your proxy ballot (this card) in the
enclosed postage-paid envelope today, no matter how many shares you
own. A majority of the Fund's shares must be represented in person or
by proxy. Please vote your proxy so your Fund can avoid the expense of
another mailing.
Please detach at perforation before mailing.
- -----------------------------------------------------------------------
- -----------------------------------------------------------------
1. Election of Directors
A) C. Kast
B) R. Kirchner
C) N. Steel
____ FOR all nominees listed ____ WITHHOLD AUTHORITY
except as marked to the contrary at to vote for all nominees
left. Instruction: To withhold listed at left.
authority to vote for any individual
nominee, line out that nominee's name
at left.
2. Ratification of selection of Deloitte & Touche LLP as independent
auditors (Proposal No. 1)
FOR____ AGAINST____ ABSTAIN____
Dated: ___________________________, 1995
(Month) (Day)
___________________________________
Signature(s)
___________________________________
Signature(s)
Please read both sides of this ballot.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When signing
as custodian, attorney, executor, administrator, trustee, etc., please
give your full title as such. All joint owners should sign this proxy.
If the account is registered in the name of a corporation, partnership
or other entity, a duly authorized individual must sign on behalf of
such entity and give his or her title.
<PAGE>
(Logo) OppenheimerFunds
Jon S.Fossel Oppenheimer Management Corporation
Chairman and Two World Trade Center
Chief Executive Officer New York, NY 10048-0203
800 647-7374
April 1995
Your vote counts...
Dear Shareholder of The New York Tax-Exempt Income Fund, Inc.:
We have scheduled a shareholder meeting for May 3, 1995 to consider
and vote on some important items concerning your Fund. A notice of the
meeting and a proxy statement detailing these matters are enclosed.
Your Board of Trustees, which represents you in matters regarding your
Fund, recommends approval of the items now being submitted to
shareholders for a vote.
How do you vote?
No matter how large or small your investment, your vote is
important, so please review the proxy statement carefully. To cast
your vote, simply mark, sign and date the enclosed proxy ballot and
return it in the postage-paid envelope today.
What are the items?
* Election of Trustees. There are 3 nominees for Directors up
for election. A brief statement of the Directors' names and
backgrounds is included for your information.
* Ratification of Auditors. Your approval is required on the
appointment of the independent auditing firm that reviews the
financial statements of your Fund.
If you have questions regarding these items, please contact your
financial advisor or call us at 1-800-687-7374.
Sincerely,
Jon S. Fossel
P.S. Casting your vote is quick and easy, so please take a moment to
complete the proxy ballot.
