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 2000 Annual Meeting of Shareholders (the
Meeting) of The High Yield Income Fund, Inc. (the Fund) will be held on December
1, 2000, at 10:00 a.m., at 100 Mulberry Street, Gateway Center 3, 14th Floor,
Newark, New Jersey 07102, for the following purposes:
1. To elect three directors.
2. To ratify or reject the selection of PricewaterhouseCoopers LLP as
independent accountants of the Fund for the fiscal year ending August 31,
2001.
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 6, 2000
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 31, 2000
--------------------------------------------------------------------------------
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 1,
2000 at 10:00 a.m., at 100 Mulberry Street, Gateway Center 3, 14th 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 present at a meeting or
represented by proxy, 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 6, 2000 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, 2000. The most recent annual report for the Fund is being
mailed to shareholders together with this Proxy Statement.
As of October 6, 2000, Cede & Co., 55 Water Street, 25th Floor, New York,
NY 10041, held, solely of record on behalf of other persons, 9,825,792.428
shares of the Fund which represented approximately 86.81% 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,
2000, PIFM served as the manager to 49 open-end investment companies, and as
manager or administrator to 21 closed-end investment companies with aggregate
assets of more than $75.1 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 10
Directors-Messrs. Dorsey, Gunia, Mooney, Munn, 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. Gunia, Mooney 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 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 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, Mr. Dorsey is scheduled to retire on December 31, 2002.
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. Dorsey, Munn, Redeker and Strangfeld-whose term expires in
2002.
Three of the Directors, Messrs. Odenath and Weil and Ms. Teeters, are
standing for re-election by shareholders to serve as Class I Directors until
the Fund's 2003 Annual Meeting of Shareholders and until their successors have
been elected and qualified. It is the intention of the persons named in the
enclosed proxy to vote in favor of the election of Messrs. Odenath and Weil and
Ms. Teeters. Messrs. Odenath 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.
2
<PAGE>
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
SHARES OF
COMMON STOCK
OWNED AT
NAME, AGE, BUSINESS EXPERIENCE DURING THE POSITION WITH OCTOBER 6,
PAST FIVE YEARS AND OTHER DIRECTORSHIPS FUND 2000
-------------------------------------------------- ------------- ------------
CLASS I (TERM EXPIRING IN 2000)
*DAVID R. ODENATH, JR. (43), Officer in Charge, Director 0
President, Chief Executive Officer and Chief
Operating Officer (since June 1999) of PIFM;
Senior Vice President (since June 1999) of
Prudential; formerly Senior Vice President
(August 1993-May 1999) of PaineWebber Group,
Inc. and Director or Trustee of substantially
all funds within the Prudential Mutual Funds
complex.
NANCY H. TEETERS (70), Economist; former Vice Director 0
President and Chief Economist, International
Business Machines Corporation; former Director
of Inland Steel Industries (July 1991-1999) and
Director or Trustee of several funds within the
Prudential Mutual Funds complex.
LOUIS A. WEIL III (59), Former Chairman (January Director 0
1999-July 2000), President and Chief Executive
Officer (January 1996-July 2000) and Director
(since September 1991) of Central Newspapers,
Inc.; former Chairman of the Board (January
1996-July 2000) , Publisher and Chief Executive
Officer (August 1991-December 1995) of Phoenix
Newspapers, Inc. and Director or Trustee of
several funds within the Prudential Mutual Funds
complex.
INFORMATION REGARDING OTHER DIRECTORS
CLASS II (TERM EXPIRING IN 2001)
*ROBERT F. GUNIA (53), Executive Vice President and Vice President
Chief Administrative Officer (since June 1999) and Director 0
of Prudential Investments; Executive Vice
President and Treasurer (since December 1996) of
PIFM; President (since April 1999) of Prudential
Investment Management Services LLC (PIMS);
Corporate Vice President (since September 1997)
of The Prudential Insurance Company of America
(Prudential); formerly Senior Vice President
(March 1987-May 1999) of Prudential Securities
Incorporated; formerly Chief Administrative
Officer (July 1989-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. (PMF); Vice President and
Director (since May 1989) of The Asia Pacific
Fund, Inc. and Director or Trustee of
substantially all funds within the Prudential
Mutual Funds complex.
3
<PAGE>
SHARES OF
COMMON STOCK
OWNED AT
NAME, AGE, BUSINESS EXPERIENCE DURING THE POSITION WITH OCTOBER 6,
PAST FIVE YEARS AND OTHER DIRECTORSHIPS FUND 2000
-------------------------------------------------- ------------- ------------
DELAYNE DEDRICK GOLD (62), Marketing and Director 0
Management Consultant and Director or Trustee of
several funds within the Prudential Mutual Funds
complex.
THOMAS T. MOONEY (58), President of the Greater Director 0
Rochester Metro Chamber of Commerce; former
Rochester City Manager, former Deputy Monroe
County Executive; Trustee of Center for
Governmental Research, Inc.; Director of Blue
Cross of Rochester, Monroe County Water
Authority and Executive Service Corps of
Rochester and Director or Trustee of several
funds within the Prudential Mutual Funds
complex.
CLASS III (TERM EXPIRING IN 2002)
EUGENE C. DORSEY (73), Retired President, Chief Director 0
Executive Officer and Trustee of the Gannett
Foundation (now Freedom Forum); former Pub-
lisher of four Gannett newspapers and Vice
President of Gannett Co., Inc.; past Chairman of
Independent Sector, Washington, D.C. (largest
national coalition of philanthropic
organizations); formerly Chairman of the
American Council for the Arts; former Director
of the Advisory Board of Chase Manhattan Bank of
Rochester and Director or Trustee of several
funds within the Prudential Mutual Funds
complex.
STEPHEN P. MUNN (58), Chairman, Director and Director 0
President and former Chief Executive Officer of
Carlisle Companies Incorporated (manufacturer of
industrial products) and Director or Trustee of
several funds within the Prudential Mutual Funds
complex.
RICHARD A. REDEKER (57), Former employee of Director 0
Prudential Investments (October 1996-December
1998); prior thereto, President, Chief
Executive, Officer and Director (October
1993-September Director 1996) of Prudential
Mutual Fund Management, Inc.; Executive Vice
President, Director and Member of the Operating
Committee (October 1993-September 1996) of
Prudential Securities; Director (October
1993-September 1996) of Prudential Securities
Group, Inc; Executive Vice President of The
Prudential Investment Corporation (January
1994-September 1996); Director (January
1994-September 1996) of Prudential Mutual Fund
Distributors, Inc. and Prudential Mutual Fund
Services, Inc. and Director or Trustee of
several funds within the Prudential Mutual Funds
complex.
4
<PAGE>
SHARES OF
COMMON STOCK
OWNED AT
NAME, AGE, BUSINESS EXPERIENCE DURING THE POSITION WITH OCTOBER 6,
PAST FIVE YEARS AND OTHER DIRECTORSHIPS FUND 2000
-------------------------------------------------- ------------- ------------
*JOHN R. STRANGFELD, JR. (46), Chief Executive President and 0
Officer of Prudential Securities Incorporated Director
(since October 2000); formerly, Chief Executive
Officer, Chairman, President and Director
(January 1990-September 2000) of The Prudential
Investment Corporation; Executive Vice President
(since February 1998) of Prudential Global Asset
Management; various positions to Chief Executive
Officer (November 1994-December 1998) of the
Private Asset Management Group of Prudential
(PAMG) and Director or Trustee of all funds
within the Prudential Mutual Funds complex.
============
* 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.
The Directors and officers as a group owned beneficially less than 1% of
the outstanding shares of the Fund at October 6, 2000.
5
<PAGE>
Each Director who is not an "interested person" as defined in the
Investment Company Act of PIFM or PI currently receives $1,400 as an annual
Director's fee, plus expenses. For the fiscal year ended August 31, 2000,
Directors' fees and expenses amounted to $12,925 and $1,075, respectively. Board
Members may elect to receive their Directors' fees pursuant to a deferred fee
agreement with the Fund. Under the terms of such agreement, the Fund accrues
daily the amount of such Board Member's fee 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 or, pursuant to a commission exemptive
order, at the daily rate of return of any Prudential Mutual Fund. 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, 1999. "Interested" Board
Members do not receive any compensation from the Fund.
COMPENSATION TABLE
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT TOTAL 1999 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> <C>
Edward D. Beach, Director*(2) $1,600 None N/A $ 142,500(43/70)+
Eugene C. Dorsey, Director** $1,600 None N/A $ 81,000(17/48)+
Delayne Dedrick Gold, Director $1,625 None N/A $ 144,500(43/70)+
Robert F. Gunia, Director and Vice President++ $ -- -- -- $ --
Thomas T. Mooney, Director** $1,600 None N/A $ 129,500(35/75)+
Stephen P. Munn, Director $ 100 None N/A $ 62,250(29/53)+
Thomas H. O'Brien, Director*(2) $1,600 None N/A $ 47,500(11/26)+
David R. Odenath, Jr., Director++ $ -- -- -- $ --
Richard A. Redeker, Director $1,600 None N/A $ 95,000(19/53)+
John R. Strangfeld, Jr., Director and President++ $ -- -- -- $ --
Nancy H. Teeters, Director $1,600 None N/A $ 97,000(25/43)+
Louis A. Weil, III, Director $1,600 None N/A $ 96,000(29/53)+
</TABLE>
------------
* Indicates Class III Board Member who did not stand for reelection in 1999.
** Total aggregate compensation from all of the funds in the Prudential Fund
Complex for the calendar year ended December 31, 1999 includes amounts
deferred at the election of Directors. Including accrued interest, total
compensation amounted to $103,573, and $135,101 for Eugene C. Dorsey and
Thomas T. Mooney, respectively.
+ Indicates number of funds/portfolios in Prudential Fund Complex (including
the Fund) to which aggregate compensation relates.
++ Robert F. Gunia, David R. Odenath, Jr. and John R. Strangfeld, Jr., who are
each current interested Directors, do not receive compensation from the Fund
or any other fund in the Prudential Fund Complex.
(1) No fund within the Prudential Fund Complex has a bonus, pension profit
sharing or retirement plan.
(2) Edward D. Beach and Thomas H. O'Brien each retired as a Director of the
Fund, effective December 31, 1999.
6
<PAGE>
There were four meetings of the Fund's Board of Directors during the fiscal
year ended August 31, 2000, all of which were regularly scheduled meetings. The
Board of Directors has an Audit Committee. Among other things, the Fund's Audit
Committee has the following responsibilities:
o Recommending to the Board of Directors of the Fund the selection,
retention or termination, as appropriate, of the independent public
accountants for the Fund, and the inclusion of the audited financial
statements of the Fund in the annual report to shareholders of the Fund.
o Reviewing and discussing with the independent public accountants their
compensation, the proposed terms of their engagement, and their
independence.
o Reviewing and discussing annual financial statements, unaudited
semiannual financial statements and other financial information,
including any adjustments to those statements recommended by the
independent public accountants, and any significant issues that arose in
connection with the preparation of those financial statements, with
management and independent public accountants.
o Reviewing and discussing with the independent public accountants changes
in accounting policies or practices that had or are expected to have a
significant impact on the preparation of financial statements, scope of
audits and audit reports, and disagreements with management.
o Generally acting as a liaison between the independent public accountants
and the Board of Directors.
The Audit Committee consists of Messrs. Dorsey, Mooney, Munn, Redeker 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 four times during the fiscal year ended August 31, 2000. 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. Dorsey, Mooney, Munn, Redeker and
Weil and Mses. Gold and Teeters. The nominating committee met twice during the
fiscal year ended August 31, 2000. For the fiscal year ended August 31, 2000,
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 and Grace C.
Torres, Treasurer and Principal Financial and Accounting Officer, having held
such office since February 1997. Ms. Docs is 42 years old and is a Vice
President and Assistant Secretary (since March 1996) of PIFM and former Vice
President and Associate General Counsel (June 1991-May 1999) of Prudential
Securities. Ms. Torres is 41 years old and is a First Vice President (since
December 1996) of PIFM and former First Vice President (March 1994-May 1999) of
Prudential Securities. Prior thereto, she was a First Vice President of Bankers
Trust. 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.
7
<PAGE>
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, 2001. PricewaterhouseCoopers LLP has served
as independent accountants for the Fund for the Fund's fiscal year ended August
31, 2000 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) meet(s) any and all of the
independence requirements of the American Institute of Certified Public
Accountants and the SEC. The Audit Committee will review and approve the nature
and scope of the services to be provided (including non-audit services) by the
independent accountants prior to their being rendered and whether the nature and
scope of the services would affect the accountants' independence. The Board of
Directors also receives a report from its Audit Committee relating to, among
other things, 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, 2000.
SHAREHOLDER PROPOSALS
A shareholder proposal intended to be presented at the Annual Meeting of
Shareholders of the Fund in 2001 hereinafter called must be received by the Fund
on or before June 30, 2001 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 2001 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
8
<PAGE>
proposal by September 15, 2001. If a shareholder fails to timely give such
notice, then the persons named as proxies in the proxies solicited by the Board
for the 2001 Annual Meeting of Shareholders may exercise discretionary voting
power with respect to any such proposal.
Deborah A. Docs
SECRETARY
Dated: October 31, 2000
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.
9
<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
---
EACH OF THE PROPOSALS.
1. Election of Directors.
CLASS I: (01) David R. Odenath, Jr., (02) Nancy H. Teeters,
(03) Louis A. Weil III
IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR NOMINEE, MARK THE "FOR
ALL NOMINEES EXCEPT AS NOTED ABOVE" BOX AND INDICATE ON THE LINE THE NOMINEE(S)
FOR WHICH YOU WISH AUTHORITY TO VOTE BE WITHHELD.
FOR
ALL FOR WITHHELD
NOMINEES [_] [_]
EXCEPT
[_]______________________________________
For all nominees except as noted above
2. To ratify the selection of PricewaterhouseCoopers FOR AGAINST ABSTAIN
LLP as the independent accountants for the fiscal [_] [_] [_]
year ending August 31, 2001.
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. [_]
The signature(s) hereon should correspond exactly with the name(s) of the
Stockholder(s) appearing on the record books. If stock is jointly held, all
joint owners should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If signer is a corporation,
please sign the full corporate name, and give title of signing officer. If
signer is a partnership, please sign in partnership name by authorized person.
Signature:_________________ Date:_______ Signature:_________________ Date:______
<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 6, 2000 at the Annual Meeting of Shareholders to be held
on December 1, 2000, 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.
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PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.
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NOTE: Please sign exactly as your 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.
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HAS YOUR ADDRESS CHANGED?
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