(Company letterhead)
February 5, 1999
IMPORTANT REMINDER !!!
Dear Valued Stockholder:
The Annual Stockholders Meeting of PROSPECT STREET HIGH INCOME
PORTFOLIO INC. is approaching and our records show that your vote for this
meeting has not been received. Regardless of the number of shares you own, it is
important they be represented at the meeting. Your vote matters to us and we
need your support.
In addition to the election of Directors and the ratification of our
independent auditors, your Board of Directors is seeking stockholder approval to
increase the advisory fee paid to the Fund's Manager. We are requesting this
because the costs associated with the research and analysis done by the Fund's
Manager continue to rise. Research and analysis is crucial for making accurate
investment decisions in the high yield market. Identifying opportunities in a
highly competitive and growing market place is at the top of our Fund's
priorities. According to information derived from Lipper Analytical Services,
Inc. as of October 1998, the advisory fee resulting from the adoption of
Proposal No. 2 will still constitute a lower percentage of net assets (i.e.,
.69%) than the industry standard for similar leveraged, high yield closed-end
funds (.726). Based upon this and the other information already provided, the
members of the Board of Directors who are not affiliated with the Manager
believe that the requested fee increase is reasonable and is in the best
interest of the Fund.
Your Board of Directors recommends a vote in favor of all proposals.
Since the time remaining is short, we urge you to sign, date and return
your vote as soon as possible. Your broker may not vote your shares without your
specific instructions on proposal #2. Please save your Fund the expense of
additional solicitation costs by voting as soon as possible. You may take
advantage of the toll free number located in the upper left-hand corner of the
enclosed voting form to vote your shares. We appreciate your time and effort.
Thank you for voting.
Sincerely,
/s/Richard E. Omohundro, Jr.
President
IF YOU HAVE RECENTLY MAILED YOUR PROXY,
PLEASE ACCEPT OUR THANKS AND DISREGARD THIS REQUEST.
