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
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
The High Yield Income Fund, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11 (a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
THE HIGH YIELD INCOME FUND, INC.
GATEWAY CENTER THREE
NEWARK, NEW JERSEY 07102
-------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
-------------
To Our Shareholders:
Notice is hereby given that the 1997 Annual Meeting of Shareholders (the
Meeting) of The High Yield Income Fund, Inc. (the Fund) will be held on December
9, 1997, at 9:00 a.m., at 751 Broad Street, Newark, New Jersey 07102, for the
following purposes:
1. To elect three directors.
2. To ratify or reject the selection of Price Waterhouse LLP as
independent accountants of the Fund for the fiscal year ending August 31,
1998.
3. To consider and act upon any other business as may properly come
before the Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on October 10, 1997
as the record date for the determination of shareholders entitled to vote at the
Meeting or any adjournment thereof.
S. Jane Rose
Secretary
Dated: October 29, 1997
- --------------------------------------------------------------------------------
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY RETURN
THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. IN ORDER TO AVOID
THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING IN YOUR PROXY PROMPTLY.
- --------------------------------------------------------------------------------
<PAGE>
THE HIGH YIELD INCOME FUND, INC.
GATEWAY CENTER THREE
NEWARK, NEW JERSEY 07102
-------------
PROXY STATEMENT
-------------
This Proxy Statement is furnished by the Board of Directors of The High
Yield Income Fund, Inc. (the Fund) in connection with the solicitation of
proxies for use at the Annual Meeting of Shareholders to be held on December 9,
1997 at 9:00 a.m., at 751 Broad Street, Newark, New Jersey 07102, the Fund's
principal executive office. The purpose of the Meeting and the matters to be
acted upon are set forth in the accompanying Notice of Annual Meeting.
If the accompanying form of Proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. However, if no instructions are specified, shares
will be voted FOR the proposals. A Proxy may be revoked at any time prior to the
time it is voted by written notice to the Secretary of the Fund or by attendance
at the Meeting. If sufficient votes to approve one or more of the proposed items
are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of those shares
present at the Meeting or represented by proxy. When voting on a proposed
adjournment, the persons named as proxies will vote for the proposed adjournment
all shares that they are entitled to vote with respect to each item, unless
directed to disapprove the item, in which case such shares will be voted against
the proposed adjournment. In the event that a meeting is adjourned, the same
procedures will apply at a later meeting date.
With respect to matters to be determined by a majority of the votes cast,
each "broker non-vote" (that is, a Proxy from a broker or nominee indicating
that such person has not received instructions from the beneficial owner or
other person entitled to vote shares on a particular matter with respect to
which the broker or nominee does not have discretionary power) and abstention
will be considered present for purposes of determining the existence of a quorum
for the transaction of business but, not being cast, will have no effect on the
outcome of such matters. With respect to matters requiring the affirmative vote
of a majority of the total shares outstanding, each broker non-vote or
abstention will be considered present for purposes of determining the existence
of a quorum, but will have the effect of a vote against such matters.
The close of business on October 10, 1997 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at, the
Meeting. On that date, the Fund had 11,170,675 shares of Common Stock
outstanding and entitled to vote. Each share will be entitled to one vote at the
Meeting. It is expected that the Notice of Annual Meeting, Proxy Statement and
accompanying form of proxy will first be mailed to shareholders of record on or
about October 30, 1997.
As of October 10, 1997, Cede & Co., P.O. Box 20, Bowling Green Station, New
York, NY 10274, held, solely of record on behalf of other persons, 9,243,583
shares of the Fund and which represented approximately 83% of the shares of the
Fund then outstanding. Management does not know of any person or group who owned
beneficially 5% or more of the Fund's outstanding shares on the record date.
The expenses of solicitation will be borne by the Fund and will include
reimbursement of brokerage firms and others for expenses in forwarding proxy
solicitation material to beneficial owners. The solicitation of proxies will be
largely by mail but may include, without cost to the Fund, telephonic,
telegraphic or oral communications by regular employees of Prudential Securities
Incorporated (Prudential Securities). In addition, the Board of Directors of the
1
<PAGE>
Fund has authorized management to retain, at their discretion, Shareholder
Communications Corporation, a proxy solicitation firm, to assist in the
solicitation of proxies for this Meeting. The cost of solicitation, including
specified expenses, is not expected to exceed $8,000 and will be borne by the
Fund.
Prudential Investments Fund Management LLC (PIFM or the Manager), Gateway
Center Three Newark, New Jersey 07102, serves as the Fund's Manager under a
management agreement dated as of December 15, 1988 (the Management Agreement).
Investment advisory services are provided to the Fund by PIFM through its
affiliate, The Prudential Investment Corporation (PIC), doing business as
Prudential Investments (PI, the Subadviser or the investment adviser),
Prudential Plaza, Newark, New Jersey 07102, under a Subadvisory Agreement dated
December 15, 1988. Both PIFM and PI are indirect, wholly owned subsidiaries of
The Prudential Insurance Company of America (Prudential). As of September 30,
1997, PIFM served as the manager to 41 open-end investment companies, and as
manager or administrator to 22 closed-end investment companies with aggregate
assets of more than $59.9 billion. The Fund has a Board of Directors which, in
addition to overseeing the actions of the Fund's Manager and Subadviser, decides
upon matters of general policy.
ELECTION OF DIRECTORS
(Proposal No. 1)
The Fund's Articles of Incorporation provide that the Board of Directors
will be divided into three classes of Directors, as nearly equal in number as
possible. Each Director, after a transition period, serves for three years with
one class being elected each year. Each year the term of office of one class
will expire. The Board of Directors is currently comprised of 12
Directors-Messrs. Beach, Dorsey, Gunia, Jacobs, Lennox, Melzer, Mooney, O'Brien,
Redeker and Weil and Mses. Gold and Teeters. Messrs. Dorsey and Lennox have
served as Directors since September 30, 1987. Mr. Redeker was elected to serve
as a Director on October 19, 1993. Messrs. Beach, Gunia, Jacobs, Melzer, Mooney,
O'Brien and Weil and Mses. Gold and Teeters were elected to serve as Directors
on October 30, 1996. All of the current members of the Board of Directors have
previously been elected by the shareholders.
At the Annual Meeting, Directors will be elected to hold office until the
earlier to occur of (i) the next meeting of shareholders at which Directors are
elected and their successors are elected and qualify or (ii) the expiration of
their terms in accordance with the Fund's retirement policy. The Fund's
retirement policy, which was recently adopted, calls for the retirement of
Directors on December 31 of the year in which they reach the age of 72 except
that retirement is being phased in for Directors who were age 68 or older as of
December 31, 1993. Under this phasing provision, Messrs. Lennox and Jacobs are
scheduled to retire on December 31, 1997 and December 31, 1998, respectively.
As prescribed in the Fund's Articles of Incorporation, the Directors have
been divided into three classes and their terms of office fixed as follows:
Class I: Messrs. Lennox, Melzer and Weil and Ms. Teeters-whose term expires in
1997; Class II: Messrs. Gunia, Jacobs and Mooney and Ms. Gold-whose term expires
in 1998; and Class III: Messrs. Beach, Dorsey, O'Brien and Redeker-whose term
expires in 1999.
Only three of the Directors, Messrs. Melzer and Weil and Ms. Teeters, are
standing for re-election to serve as Class I Directors until the Fund's 2000
Annual Meeting of Shareholders and until their successors have been elected and
qualified. Mr. Lennox is not standing for re-election as a Class I Director
because he is scheduled to retire on December 31, 1997 under the Fund's
retirement policy. It is the intention of the persons named in the enclosed
proxy to vote in favor of the election of Messrs. Melzer and Weil and Ms.
Teeters. Messrs. Melzer and Weil and Ms. Teeters have consented to be named in
this Proxy Statement and to serve as Directors if elected. The Directors have no
reason to believe that any of the nominees named above will become unavailable
for election as a Director, but if that should occur before the Meeting, proxies
will be voted for such persons as the Directors may recommend.
The following table sets forth certain information concerning each of the
Directors of the Fund. Each of the nominees is currently a Director of the Fund.
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<PAGE>
INFORMATION REGARDING DIRECTORS
<TABLE>
<CAPTION>
Shares of
Common Stock
Owned at
Name, age, business experience during the Position with October 10,
past five years and other directorships Fund 1997
----------------------------------------- ------------- -----------
<S> <C> <C>
Class I (Term Expiring in 1997)
*Mendel A. Melzer (36), Chief Investment Officer Director -0-
(since October 1996) of Prudential Mutual Funds;
formerly Chief Financial Officer (November 1995-
September 1996) of Prudential Investments, Senior
Vice President and Chief Financial Officer of
Prudential Preferred Financial Services (April
1993-November 1995); Managing Director of
Prudential Investment Advisors (April 1991-April
1993); Senior Vice President of Prudential
Capital Corporation (July 1989-April 1991);
Chairman and Director of Prudential Series Fund,
Inc.; Director/Trustee of 38 investment companies
in the Prudential Fund Complex (The Prudential
Funds).
Louis A. Weil III (56), President and Chief Executive Director -0-
Officer (since January 1996) and Director (since
September 1991) of Central Newspapers, Inc.;
Chairman of the Board (since January 1996),
Publisher and Chief Executive Officer (August
1991-December 1995) of Phoenix Newspapers, Inc.;
formerly Publisher of Time Magazine (May 1989-March
1991); formerly President, Publisher & CEO of The
Detroit News (February 1986-August 1989); formerly
member of the Advisory Board, Chase Manhattan
Bank-Westchester; Director/Trustee of 25 Prudential
Funds.
Nancy H. Teeters (67), Economist; formerly Vice Director -0-
President and Chief Economist (March 1986-June
1990) of International Business Machines Cor-
poration: Director of Inland Steel Corporation
(since July 1991); Director/Trustee of 26
Prudential Funds.
Class II (Term Expiring in 1998)
*Robert F. Gunia (50), Director, Chief Administrative Vice President -0-
Officer, Executive Vice President, Treasurer and and Director
Chief Financial Officer of PIFM; Comptroller of
Prudential Investments (since 1996); Senior Vice
President of Prudential Securities; formerly Chief
Administrative Officer (July 1990-September 1996),
Director (January 1989-September 1996) and
Executive Vice President, Treasurer and Chief
Financial Officer (June 1987-September 1996) of
Prudential Mutual Fund Management, Inc.; Director/
Trustee of 38 Prudential Funds and Vice President
and Director of The Asia Pacific Fund, Inc. and
Nicholas-Applegate Fund, Inc.
Delayne Dedrick Gold (59), Marketing and Management Director -0-
Consultant; Director/Trustee of 37 Prudential
Funds.
</TABLE>
3
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<TABLE>
<CAPTION>
Shares of
Common Stock
Owned at
Name, age, business experience during the Position with October 10,
past five years and other directorships Fund 1997
----------------------------------------- ------------- -----------
<S> <C> <C>
*Harry A. Jacobs, Jr. (76), Senior Director (since Director -0-
January 1986) of Prudential Securities; formerly
Interim Chairman and Chief Executive Officer of
Prudential Mutual Fund Managment, Inc. (June-
September 1993); formerly Chairman of the Board of
Prudential Securities (1982-1985) and Chairman of
the Board and Chief Executive Officer of Bache
Group Inc. (1977-1982); Director/Trustee of 11
Prudential Funds and The First Australia Fund, Inc.
and The First Australia Prime Income Fund, Inc.
Thomas T. Mooney (55), President of the Greater Director -0-
Rochester Metro Chamber of Commerce; former
Rochester City Manager; Trustee of Center for
Governmental Research, Inc.; Director of Blue Cross
of Rochester, The Business Council of New York
State, Monroe County Water Authority, Rochester
Jobs, Inc., Executive Service Corps of Rochester,
Monroe County Industrial Development Corporation,
Northeast Midwest Institute; Director/Trustee of 28
Prudential Funds and First Financial Fund, Inc.
Class III (Term Expiring in 1999)
Edward D. Beach (72), President and Director of BMC Director -0-
BMC Fund, Inc., a closed-end investment company;
prior thereto, Vice Chairman of Broyhill Furniture
Industries, Inc.; Certified Public Accountant;
Secretary and Treasurer of Broyhill Family
Foundation, Inc.; Member of the Board of Trustees
of Mars Hill College; Director/Trustee of 37
Prudential Funds.
Eugene C. Dorsey (70), retired President, Chief Exec- Director -0-
utive Officer and Trustee of the Gannett Foundation
(now Freedom Forum); former Publisher of four
Gannett newspapers and Vice President of Gannett
Company; past chairman, Independent Sector,
Washington, D.C. (national coalition of philan-
thropic organizations); former Chairman of the
American Council for the Arts; Director of the
Advisory Board of Chase Manhattan Bank of Rochester;
Director/Trustee of 13 Prudential Funds.
Thomas H. O'Brien (72), President O'Brien Associates; Director -0-
formerly President of Jamaica Water Securities Corp.
(February 1989-August 1990); Chairman and Chief
Executive Officer (September 1987-February 1989)
and Director (September 1987-August 1990) of
Jamaica Water Supply Company; formerly Director of
TransCanada Pipelines U.S.A. Ltd. (1984-June 1989);
Director of Ridgewood Savings Bank; Director/
Trustee of 11 Prudential Funds.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
Owned at
Name, age, business experience during the Position with October 10,
past five years and other directorships Fund 1997
----------------------------------------- ------------- -----------
<S> <C> <C>
*Richard A. Redeker (54), Employee of Prudential President -0-
Investments; formerly President, Chief Executive and
Officer and Director (October 1993-September Director
1996), Prudential Mutual Fund Management, Inc.;
Executive Vice President, Director and Member
of the Operating Committee (October 1993-September
1996), Prudential Securities; Director (October
1993-September 1996) of Prudential Securities Group,
Inc formerly Senior Executive Vice President and
Director of Kemper Financial Services, Inc.
(September 1978-September 1993); Director/Trustee
of 41 Prudential Funds.
</TABLE>
- -----------
*Is or will be an "interested" Director, as defined in the Investment Company
Act, by reason of his affiliation with PIFM, Prudential Securities or
Prudential.
The Directors and officers as a group owned beneficially less than 1% of the
outstanding shares of the Fund at October 10, 1997.
Each Director who is not an affiliated person of PlFM or PI currently
receives $3,000 as an annual Director's fee, plus expenses. For the fiscal year
ending August 31, 1997, Directors' fees and expenses amounted to $25,333 and
$154, respectively. Board Members may elect to receive their Directors' fees
pursuant to a deferred fee agreement with the Fund. Under the terms of the
agreement, the Fund accrues daily the amount of such Board Member's fee in
installments which accrue interest at a rate equivalent to the prevailing rate
applicable to 90-day U.S. Treasury Bills at the beginning of each calendar
quarter. Payment of the interest so accrued is also deferred and accruals become
payable at the option of the Board Member. The Fund's obligation to make
payments of deferred Directors' fees, together with interest thereon, is a
general obligation of the Fund.
The following table shows (i) the compensation paid by the Fund to each
Board Member and nominee for the most recent fiscal year and (ii) the
compensation paid by the Prudential Mutual Fund Complex to each Board Member and
nominee for the calendar year ended December 31, 1996. "Interested" Board
Members do not receive any compensation from the Fund.
5
<PAGE>
Compensation Table
Total Compensation
Paid to Board
Aggregate Members From
Compensation Fund and
Board Members and Nominees From Fund Fund Complex(2)
-------------------------- ------------ ------------------
Beach, Edward D. ............................ $ 1,500 $166,000(21/39)+
Dorsey, Eugene C.*** ........................ $ 4,833 $ 98,583 (12/36)+
Gold, Delayne Dedrick ....................... $ 1,500 $175,308(21/42)+
Gunia, Robert F.(1) ......................... - -
Jacobs, Jr., Harry A.(1) .................... - -
Lennox, Donald D.* .......................... $ 4,833 $ 90,000 (10/22)+
Melzer, Mendel(1) ........................... - -
Mooney, Thomas T.***......................... $ 1,500 $135,375(18/36)+
O'Brien, Thomas H. .......................... $ 1,500 $ 32,250(5/20)+
Redeker, Richard A.(1) ...................... - -
Shirk, Stanley A.** ......................... $ 3,333 $ 71,000 (9/18)+
Smith, Robin B.**/*** ....................... $ 3,333 $ 89,957(11/20)+
Teeters, Nancy Hays ......................... $ 1,500 $103,583(11/28)+
Weil, III, Louis A. ......................... $ 1,500 $ 91,250 (13/18)+
- -----------
*Indicates Current Board Member who is not standing for reelection.
**Indicates Former Board Member.
***All compensation from the Fund for the fiscal year ending August 31, 1997
represents deferred compensation. Aggregate compensation from the Fund and
the Fund Complex for the calendar year ended December 31, 1996, including
accrued interest, amounted to approximately $111,535, $139,869 and $109,294,
for the Fund for Mr. Dorsey, Mr. Mooney and Ms. Smith.
+Indicates number of funds/portfolios in Fund Complex (including the Fund) to
which aggregate compensation relates.
(1)Board members or nominees who are "interested persons" of the Fund, as
defined in the Investment Company Act, do not receive compensation from the
Funds.
(2)No fund within the Fund Complex has a bonus, pension profit sharing or
retirement plan.
There were four meetings of the Fund's Board of Directors during the fiscal
year ended August 31, 1997, all of which were regularly scheduled meetings. The
Board of Directors has an Audit Committee. The Audit Committee makes
recommendations to the full Board with respect to the engagement of independent
public accountants and reviews with the independent public accountants the plan
and results of the audit engagement and matters having a material effect upon
the Fund's financial operations. The Audit Committee consists of Messrs. Beach,
Dorsey, Lennox, Mooney, O'Brien and Weil and Mses. Gold and Teeters, the
non-affiliated Directors of the Fund. The Audit Committee met twice during the
fiscal year ended August 31, 1997. For the fiscal year ended August 31, 1997,
each of the Directors, with the exception of Mr. Jacobs, attended 75% or more of
the total number of meetings of the Board of Directors and all committees of
which he or she was a member.
The executive officers of the Fund, other than as shown above, are: Thomas
A. Early, Vice President, having held such office since February 20, 1997, S.
Jane Rose, Secretary, having held such office since October 1, 1987, Grace
Torres, Treasurer and Principal Financial and Accounting Officer, having held
such office since February 20, 1997, Stephen M. Ungerman, Assistant Treasurer,
having held such office since April 11, 1995 and Deborah A. Docs, Assistant
Secretary, having held such office since February 20, 1997. Mr. Early is 42
years old and is an Executive Vice President, Secretary and General counsel of
Prudential Investments Fund Management LLC (PIFM) (since December 1996) and is a
Vice President and General Counsel (since March 1997) of Prudential Mutual Funds
and Annuities (PMF&A). Prior thereto, he was Vice President and General Counsel
of Prudential Retirement Services. Ms. Rose is 51 years old and is a Senior Vice
President and Senior Counsel of PIFM and a Senior Vice President and Senior
Counsel of Prudential Securities (since July 1992). Prior thereto, she was a
Vice President and Associate
6
<PAGE>
General Counsel of Prudential Securities. Ms. Torres is 38 years old and is a
First Vice President (since December 1996) of PIFM and a First Vice President
(since March 1994) of Prudential Securities. Prior thereto, she was a First Vice
President of Bankers Trust. Mr. Ungerman is 44 years old and is First Vice
President (since February 1993) of PIFM. Prior thereto he was a Senior Tax
Manager at Price Waterhouse LLP. Ms. Docs is 39 years old and is a Vice
President and Associate General Counsel of PIFM and Prudential Securities. The
executive officers of the Fund are elected annually by the Board of Directors at
their meeting following the Annual Meeting of Shareholders.
Required Vote
Directors must be elected by a vote of a majority of the shares present at
the meeting in person or by proxy and entitled to vote thereupon.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THIS
PROPOSAL NO. 1.
RATIFICATION OF INDEPENDENT ACCOUNTANTS
(Proposal No. 2)
The Board of Directors of the Fund, including a majority of the members of
the Board of Directors who are not interested persons of the Fund, have selected
Price Waterhouse LLP as independent accountants for the Fund for the Fund's
fiscal year ending August 31, 1998. Price Waterhouse LLP has served as
independent accountants for the Fund for the Fund's fiscal year ended August 31,
1997 and for each year since the Fund's inception. The ratification of the
selection of independent accountants is to be voted on at the Meeting and it is
intended that the persons named in the accompanying proxy vote for Price
Waterhouse LLP. No representative of Price Waterhouse LLP is expected to be
present at the Meeting.
The Board of Directors' policy regarding engaging independent accountants'
services is that management may engage the Fund's principal independent
accountants to perform any service(s) normally provided by independent
accounting firms, provided that such service(s) meets any and all of the
independence requirements of the American Institute of Certified Public
Accountants and the Securities and Exchange Commission. The Audit Committee will
review and approve services provided by the independent accountants prior to
their being rendered. The Board of Directors also receives a report from its
Audit Committee relating to all services after they have been performed by the
Fund's independent accountants.
Required Vote
The affirmative vote of at least a majority of the shares present, in person
or by proxy, at the meeting is required for ratification.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THIS
PROPOSAL NO. 2.
7
<PAGE>
OTHER MATTERS
No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of shareholders arise,
including any question as to an adjournment of the Meeting, the persons named in
the enclosed Proxy will vote thereon according to their best judgment in the
interests of the Fund.
SHAREHOLDER PROPOSALS
A shareholder proposal intended to be presented at the Annual Meeting of
Shareholders of the Fund in 1998 hereinafter called must be received by the Fund
on or before June 26, 1998 in order to be included in the Fund's proxy statement
and form of proxy relating to that meeting and presented at the meeting. The
mere submission of a proposal by a shareholder does not guarantee that such
proposal will be included in the proxy statement because certain rules under the
federal securities laws must be complied with before inclusion of the proposal
is required.
S. Jane Rose
Secretary
Dated: October 29 1997
Shareholders who do not expect to be present at the meeting and who wish to
have their shares voted are requested to date and sign the enclosed proxy and
return it in the enclosed envelope. No postage is required if mailed in the
United States.
8
<PAGE>
(left column)
[X] PLEASE MARK VOTES AS IN
THIS EXAMPLE
THE HIGH YIELD INCOME FUND, INC.
P R O X Y
The Board of Directors recommends
a vote "FOR" each of the Proposals.
____________________________
Please be sure to mark, sign, date and return the Date
Proxy card promptly using the enclosed envelope.
________________________________________________________________________________
___Shareholder sign here____________________________Co-owner sign here__________
(right column)
For With- For All
hold Except
1.) ELECTIONS OF DIRECTORS [ ] [ ] [ ]
Nominees: Class I
Mendel A. Melzer, Nancy H. Teeters and Louis A. Weil, III
If you do not wish your shares voted "For" a particular nominee, mark the "For
All Except" box and strike a line through the nominee's name. Your shares will
be voted for the remaining nominee(s).
For Against Abstain
2.) To ratify the selection of Price [ ] [ ] [ ]
Waterhouse LLP as independent
accountants for the fiscal year
ending August 31, 1998.
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the Meeting.
NOTE:
Please sign exactly as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate name by
president or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
Mark box at right if address change is noted
on the reverse side of this card. [ ]
RECORD DATE SHARES:
<PAGE>
THE HIGH YIELD INCOME FUND, INC.
Gateway Center Three
Newark, New Jersey 07102
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The
undersigned hereby appoints S. Jane Rose, Grace C. Torres and Deborah A. Docs as
Proxies, each with the power of substitution, and hereby authorizes each of them
to represent and to vote, as designated on the reverse side of this card, all
the shares of Common Stock of The High Yield Income Fund, Inc. held of record by
the undersigned on October 10, 1997 at the Annual Meeting of Shareholders to be
held on December 9, 1997, or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2.
ADDRESS CHANGES:
__________________________________________
__________________________________________
__________________________________________
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE
