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 (Section)240.14a-11(c) or
(Section)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 the 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:
_______________________________________________________________________
2) Aggregate number of securities to which transaction applies:
_______________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined.
_______________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________________________________________
5) Total Fee Paid:
_______________________________________________________________________
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_______________________________________________________________________
2) Form, Schedule or Registration Statement No.:
_______________________________________________________________________
3) Filing Party:
_______________________________________________________________________
4) Date Filed:
<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 1999 Annual Meeting of Shareholders (the
Meeting) of The High Yield Income Fund, Inc. (the Fund) will be held on
December 9, 1999, at 10:00 a.m., at 100 Mulberry Street, Gateway Center 2, 3rd
Floor, Newark, New Jersey 07102, for the following purposes:
1. To elect five directors.
2. To ratify or reject the selection of PricewaterhouseCoopers LLP as
independent accountants of the Fund for the fiscal year ending August 31,
2000.
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 15, 1999
as the record date for the determination of shareholders entitled to vote at
the Meeting or any adjournment thereof.
Deborah A. Docs
SECRETARY
Dated: October 29, 1999
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,
1999 at 10:00 a.m., at 100 Mulberry Street, Gateway Center 2, 3rd Floor,
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 approval
by a majority of the outstanding voting securities, 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 15, 1999 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 11,319,116 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 November 1, 1999. The most recent annual report for the Fund is
being mailed to shareholders together with this Proxy Statement.
As of October 15, 1999, Cede & Co., P.O. Box 20, Bowling Green Station,
New York, NY 10274, held, solely of record on behalf of other persons,
9,584,137,972 shares of the Fund and which represented approximately 85% 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
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<PAGE>
by regular employees of Prudential Securities Incorporated (Prudential
Securities). In addition, the Board of Directors of the 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,
1999, PIFM served as the manager to 46 open-end investment companies, and as
manager or administrator to 22 closed-end investment companies with aggregate
assets of more than $71.8 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, Mooney, Munn, O'Brien, Odenath,
Redeker, Strangfeld and Weil and Mses. Gold and Teeters. Mr. Dorsey has served
as a Director since September 30, 1987. Mr. Redeker was elected to serve as a
Director on October 19, 1993. Messrs. Beach, Gunia, Mooney, O'Brien and Weil
and Mses. Gold and Teeters were elected to serve as Directors on October 30,
1996. Mr. Strangfeld was elected to serve as a Director on May 25, 1999.
Messrs. Munn and Odenath were elected to serve as Directors on August 24, 1999.
All of the current members of the Board of Directors, with the exception of
Messrs. Munn, Odenath and Strangfeld, 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 qualified or (ii) the expiration
of their terms in accordance with the Fund's retirement policy. The Fund's
retirement policy, which was recently amended, calls for the retirement of
Directors on December 31 of the year in which they reach the age of 75, except
that retirement is being phased in for Directors who were age 68 or older as of
December 31, 1993. Under this phase in provision, Messrs. Beach, Dorsey and
O'Brien are scheduled to retire on December 31, 1999, 2002 and 1999,
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. Odenath and Weil and Ms. Teeters-whose term expires in 2000;
Class II: Messrs. Gunia and Mooney and Ms. Gold-whose term expires in 2001; and
Class III: Messrs. Beach, Dorsey, Munn, O'Brien, Redeker and Strangfeld-whose
term expires in 1999.
Only two of the Directors, Messrs. Dorsey and Redeker, are standing for
re-election by shareholders to serve as Class III Directors until the Fund's
2002 Annual Meeting of Shareholders and until their successors have been
elected and qualified. Messrs. Munn and Strangfeld are standing for election by
shareholders as Class III Directors until the Fund's 2002 Annual Meeting of
Shareholders and until their successors have been elected and qualified.
Messrs. Beach and O'Brien are not standing for re-election as Class III
Directors because they are scheduled to retire on December 31, 1999 under the
Fund's retirement policy. Mr. Odenath is standing for election by shareholders
as a Class I Director until the Fund's 2000 Annual Meeting of Shareholders and
until his successor has been elected and
2
<PAGE>
qualified. It is the intention of the persons named in the enclosed proxy to
vote in favor of the election of Messrs. Dorsey, Munn, Odenath, Redeker and
Strangfeld. Messrs. Dorsey, Munn, Odenath, Redeker and Strangfeld 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.
INFORMATION REGARDING DIRECTORS STANDING FOR ELECTION BY SHAREHOLDERS
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OWNED AT
NAME, AGE, BUSINESS EXPERIENCE DURING THE POSITION WITH OCTOBER 15,
PAST FIVE YEARS AND OTHER DIRECTORSHIPS FUND 1999
- --------------------------------------------------------------------------- --------------- -------------
<S> <C> <C>
CLASS III (TERM EXPIRING IN 1999)
EUGENE C. DORSEY (72), retired President, Chief Executive Officer and Director 0
Trustee of the Gannett Foundation (now Freedom Forum); former Pub-
lisher of four Gannett newspapers and Vice President of Gannett Com-
pany; past chairman, Independent Sector, Washington, D.C. (national coa-
lition of philanthropic organizations); formerly Chairman of the American
Council for the Arts; Director of the Advisory Board of Chase Manhattan
Bank of Rochester; Director/Trustee of 17 Prudential Funds.
STEPHEN P. MUNN (57), Chairman (since January 1994), Director and Presi- Director 0
dent (since 1988) and Chief Executive Officer (1988-December 1993) of
Carlisle Companies Incorporated (manufacturer of industrial products);
Director/Trustee of 30 Prudential Funds.
RICHARD A. REDEKER (56), Formerly, Employee of Prudential Investments Director 0
(October 1996-December 1998); 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 Securi-
ties Group, Inc; formerly Senior Executive Vice President and Director of
Kemper Financial Services, Inc. (September 1978-September 1993);
Director/Trustee of 30 Prudential Funds.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OWNED AT
NAME, AGE, BUSINESS EXPERIENCE DURING THE POSITION WITH OCTOBER 15,
PAST FIVE YEARS AND OTHER DIRECTORSHIPS FUND 1999
- ------------------------------------------------------------------------------ --------------- -------------
<S> <C> <C>
*JOHN R. STRANGFELD, JR. (45) Chief Executive Officer, Chairman, President President and 0
and Director of the Prudential Investment Corporation (since January Director
1990), Executive Vice President of Prudential Global Asset Management
Group of Prudential (since February 1998) and Chairman of Pricoa Capi-
tal Group (since August 1989); formerly various positions to Chief Execu-
tive Officer of the Private Asset Management Group of Prudential
(November 1994-December 1998) and Senior Vice President of Prudential
Capital Group, a unit of Prudential (January 1986-August 1989); President
and Director/Trustee of 44 Prudential Funds.
CLASS I (TERM EXPIRING IN 2000)
*DAVID R. ODENATH, JR. (42), Officer in Charge, President, Chief Executive Director 0
Officer and Chief Operating Officer (since June 1999), PIFM; Senior Vice
President (since June 1999), Prudential; Senior Vice President (August
1993-May 1999), PaineWebber, Inc.; Director/Trustee of 45 Prudential
Funds.
INFORMATION REGARDING OTHER DIRECTORS
CLASS I (TERM EXPIRING IN 2000)
NANCY H. TEETERS (69), Economist; formerly Vice President and Chief Econo- Director 0
mist (March 1986-June 1990) of International Business Machines Cor-
poration; Director of Inland Steel Corporation (since July 1991); Director/
Trustee of 25 Prudential Funds.
LOUIS A. WEIL III (58), President and Chief Executive Officer (since January Director 0
1996) and Director (since September 1991) of Central Newspapers, Inc.;
Chairman of the Board (since January 1996), Publisher and Chief Execu-
tive 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 30 Prudential Funds.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OWNED AT
NAME, AGE, BUSINESS EXPERIENCE DURING THE POSITION WITH OCTOBER 15,
PAST FIVE YEARS AND OTHER DIRECTORSHIPS FUND 1999
- ------------------------------------------------------------------------------------------ ---------------- -------------
<S> <C> <C>
CLASS II (TERM EXPIRING IN 2001)
*ROBERT F. GUNIA (52), Vice President (since January 1996), Prudential Insur- Vice President 0
ance Company of America (Prudential); Executive Vice President and and Director
Treasurer (since December 1996), Prudential Investments Fund Manage-
ment LLC (PIFM); Senior Vice President of Prudential Securities; for-
merly Chief Administrative Officer (July 1990-September 1996), Director
(January 1989-September 1996) and Executive Vice President, Treasurer
and Chief Financial Officer (June 1987-December 1996) of Prudential
Mutual Fund Management, Inc.; Director/Trustee of 45 Prudential Funds
and Vice President and Director of The Asia Pacific Fund, Inc. and
Nicholas-Applegate Fund, Inc.
DELAYNE DEDRICK GOLD (61), Marketing and Management Consultant; Director 0
Director/Trustee of 44 Prudential Funds.
THOMAS T. MOONEY (57), President of the Greater Rochester Metro Chamber of Director 0
Commerce; former Rochester City Manager; Trustee of Center for Govern-
mental 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 Devel-
opment Corporation, Northeast Midwest Institute; Director/Trustee of 36 Pru-
dential Funds.
- ------------
- ------------
*Is or will be an "interested" Director, as defined in the Investment
Company Act of 1940, as amended (Investment Company Act), by reason of his
affiliation with PIFM, Prudential Securities or Prudential.
</TABLE>
The Directors and officers as a group owned beneficially less than 1% of
the outstanding shares of the Fund at October 15, 1999.
5
<PAGE>
Each Director who is not an "interested person" as defined in the
Investment Company Act of PIFM or PI currently receives $2,000 as an annual
Director's fee, plus expenses. For the fiscal year ending August 31, 1999,
Directors' fees and expenses amounted to $14,000 and $260, 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 Fund Complex to each Board Member and
nominee for the calendar year ended December 31, 1998. "Interested" Board
Members do not receive any compensation from the Fund.
COMPENSATION TABLE
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT TOTAL COMPENSATION
AGGREGATE BENEFITS ACCRUED ESTIMATED ANNUAL FROM FUND AND FUND
COMPENSATION AS PART OF FUND BENEFITS UPON COMPLEX PAID TO
NAME AND POSITION FROM FUND EXPENSES(1) RETIREMENT(1) DIRECTORS(1)
- ------------------------------------------------ -------------- ------------------ ------------------ -------------------
<S> <C> <C> <C> <C>
Edward D. Beach, Director* $2,000 None N/A $135,000(44/71)+
Eugene C. Dorsey, Director** $2,000 None N/A $ 70,000(17/46)+
Delayne Dedrick Gold, Director $2,000 None N/A $135,000(44/71)+
Robert F. Gunia, Director and Vice President++ $ - - - $ -
Harry A. Jacobs, Jr., Director(2)++ $ - - - $ -
Thomas T. Mooney, Director** $2,000 None N/A $115,000(35/70)+
Stephen P. Munn, Director $ - None N/A $ 45,000(18/24)+
Thomas H. O'Brien, Director* $2,000 None N/A $ 45,000(12/30)+
David R. Odenath, Jr., Director++ $ - - - $ -
Richard A. Redeker, Director(3) $ - - - $ -
John R. Strangfeld, Jr., Director and President++ $ - - - $ -
Nancy H. Teeters, Director $2,000 None N/A $ 90,000(26/47)+
Louis A. Weil, III, Director $2,000 None N/A $ 90,000(30/54)+
</TABLE>
- ------------
* Indicates Current Class III Board Member who is not standing for reelection.
** Total aggregate compensation from all of the funds in the Fund Complex for
the calendar year ended December 31, 1998 includes amounts deferred at the
election of Directors. Including accrued interest, total compensation
amounted to $85,445, and $119,740 for Eugene C. Dorsey and Thomas T.
Mooney, respectively.
+ Indicates number of funds/portfolios in Fund Complex (including the Fund) to
which aggregate compensation relates.
++Robert F. Gunia, Harry A. Jacobs, Jr., David R. Odenath, Jr. and John R.
Strangfeld, Jr., who are each current or former interested Directors, do
not receive compensation from the Fund or any other fund in the Fund Complex.
(1)No fund within the Fund Complex has a bonus, pension profit sharing or
retirement plan.
(2)Mr. Jacobs retired as a Director of the Fund, effective December 31, 1998.
(3)Mr. Redeker became a non-interested Director of the Fund, effective
January 1, 1999.
6
<PAGE>
There were six meetings of the Fund's Board of Directors during the fiscal
year ended August 31, 1998, four of which were regularly scheduled meetings and
two of which were special telephone 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, Mooney,
Munn, O'Brien and Weil and Mses. Gold and Teeters, the Directors of the Fund
who are not "interested persons," as defined in the Investment Company Act, of
the Fund. The Audit Committee met twice during the fiscal year ended August 31,
1999. The Board of Directors also has a Nominating Committee which makes
recommendations to the Board with respect to the nomination of Directors of the
Fund. The Nominating Committee also consists of Messrs. Beach, Dorsey, Mooney,
Munn, O'Brien and Weil and Mses. Gold and Teeters. The nominating committee met
twice during the fiscal year ended August 31, 1999. For the fiscal year ended
August 31, 1999, each of the Directors 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: Deborah
A. Docs, Secretary, having held such office since February 1999 and the office
of Assistant Secretary from February 1997 through February 1999, Grace Torres,
Treasurer and Principal Financial and Accounting Officer, having held such
office since February 1997, and Stephen M. Ungerman, Assistant Treasurer, having
held such office since April 1995. Ms. Torres is 40 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 46 years old and is First Vice
President (since February 1993) of PIFM. Prior thereto he was a Senior Tax
Manager at PricewaterhouseCoopers LLP. Ms. Docs is 41 years old and is a Vice
President and Associate General Counsel of PIFM. 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 votes cast 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" THE
NOMINEES INDICATED IN 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 PricewaterhouseCoopers LLP as independent accountants for the Fund for
the Fund's fiscal year ending August 31, 2000. PricewaterhouseCoopers LLP has
served as independent accountants for the Fund for the Fund's fiscal year ended
August 31, 1999 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
PricewaterhouseCoopers LLP. No representative of PricewaterhouseCoopers 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
7
<PAGE>
Institute of Certified Public Accountants and the SEC. 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 votes cast, in person
or by proxy, at the meeting is required for ratification.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL
NO. 2.
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 provided the Fund did not have notice of such matter on
or before September 15, 1999.
SHAREHOLDER PROPOSALS
A shareholder proposal intended to be presented at the Annual Meeting of
Shareholders of the Fund in 2000 hereinafter called must be received by the
Fund on or before June 30, 2000 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. A shareholder who wishes to make a proposal at the
2000 Annual Meeting of Shareholders without including such proposal in the
Fund's proxy statement must notify the Fund, at the Fund's principal executive
office, of such proposal by September 15, 2000. If a shareholder fails to
timely give such notice, then the persons named as proxies in the proxies
solicited by the Board for the 2000 Annual Meeting of Shareholders may exercise
discretionary voting power with respect to any such proposal.
Deborah A. Docs
SECRETARY
Dated: October 29, 1999
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>
Appendix to Proxy Statement
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
- --------------------------------------------------------------------------------
THE HIGH YIELD INCOME FUND, INC.
PROXY
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR
each of the proposals.
CONTROL NUMBER:
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
Shareholder sign here Co-owner sign here
- --------------------------------------------------------------------------------
For Withhold For All Except
1. Election of Directors [ ] [ ] [ ]
Class I:
David R. Odenath, Jr.
Class III:
Eugene C. Dorsey
Stephen P. Munn
Richard A. Redeker
John R. Strangfeld, Jr.
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 PricewaterhouseCoopers [ ] [ ] [ ]
LLP as the independent accountants for the fiscal
year ending August 31, 2000.
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment thereof.
Mark box at right if an address change has been noted
on the reverse side of this card. [ ]
RECORD DATE SHARES:
<PAGE>
PROXY THE HIGH YIELD INCOME FUND, INC. PROXY
Gateway Center Three
Newark, New Jersey 07102
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned
hereby appoints Robert F. Gunia, 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 15, 1999 at the Annual Meeting of Shareholders to be held
on December 9, 1999, 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.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.
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.
HAS YOUR ADDRESS CHANGED?
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