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EXHIBIT 1
OATH OF INSPECTOR
COMMONWEALTH OF MASSACHUSETTS )
) ss.:
COUNTY OF SUFFOLK )
Karen J. Thelen, being duly sworn, deposes and says that she will faithfully
execute the duties of Inspector of Election of the Special Meeting of
Shareholders of PROSPECT STREET HIGH INCOME PORTFOLIO INC., to be held at the
offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial
Center, Boston, Massachusetts 02111, on the 17th day of December, 1999, at 10:00
a.m., with strict impartiality and according to the best of her ability.
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Subscribed and sworn to before
Me this 17th day of December, 1999.
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Notary Public
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INSPECTOR'S CERTIFICATE OF RESULT OF ELECTION
I HEREBY CERTIFY that as a result of the Special Meeting of shareholders
of PROSPECT STREET HIGH INCOME PORTFOLIO INC., held on December 17, 1999:
1. James Dondero, Mark Okada, John William Honis, timothy K. Hui, Scott F.
Kavanaugh and James F. Leary were duly elected Directors of such Fund.
2. The proposal to approve a new Advisory Agreement between the Fund and
Highland Capital Management, L.P. ("Highland Capital"), to take effect upon the
closing of the acquisition of certain assets of Prospect Street Investment
Management Co., Inc. by Highland Capital, was approved.
Dated: Boston, Massachusetts
December 17, 1999
/s/ K. J. Thelen
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Inspector of Election for
Prospect Street High Income Portfolio Inc.
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AFFIDAVIT OF INSPECTOR AT ANNUAL MEETING OF SHAREHOLDERS
OF
PROSPECT STREET HIGH INCOME PORTFOLIO INC.
The undersigned, duly appointed to act as Inspector of Election at a
Special Meeting of Shareholders of Prospect Street High Income Portfolio Inc.,
held at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One
Financial Center, Boston, Massachusetts 02111, on the 17th day of December,
1999, at 10:00 a.m., does hereby swear, under penalty of perjury, under the laws
of the Commonwealth of Massachusetts, that the following is true and correct:
1. Before entering upon my duties as Inspector at the meeting, I took and
signed an oath of office.
2. Based upon a certificate of State Street Bank & Trust Company, the
Fund's Common Stock transfer agent, the number of shares of Common Stock of the
Fund outstanding on November 5, 1999, and entitled to vote at the Annual Meeting
was 26,649,487.
3. There were present, either in person or by proxy, the holders of
22,505,525 shares of Common Stock entitled to vote thereat.
4. A quorum of the Common Stock entitled to vote were represented at the
meeting.
5. The nominees for Director received the affirmative vote of the holders
of a plurality of the Common Stock present at the meeting in person or by proxy
and entitled to vote thereon, by the following vote:
COMMON STOCK NOMINEES FOR WITHHELD
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James Dondero 21,814,165 691,360
Mark Okada 21,809,562 695,963
John William Honis 21,810,825 694,701
Timothy K. Hui 21,811,028 694,498
Scott F. Kavanaugh 21,815,631 689,895
James F. Leary 21,805,655 699,871
6. The proposal to approve a new Advisory Agreement between the Fund and
Highland Capital Management, L.P. ("Highland Capital"), to take effect upon the
closing of the acquisition of certain assets of Prospect Street Investment
Management Co., Inc. by Highland Capital, received a majority of votes cast by
the holders of Common Stock present at the meeting in person or by proxy and
entitled to vote thereon, by the following vote:
FOR AGAINST ABSTAIN
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21,361,910 777,410 366,206
/s/ K. J. Thelen
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Inspector of Election for
Prospect Street High Income Portfolio Inc.
