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Previous: SUNAMERICA SERIES TRUST, 497, 2000-07-07 |
Next: GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-EIGHT, 497J, 2000-07-07 |
As filed with the Securities and Exchange
Commission on July 7, 2000
PROXY STATEMENT PURSUANT
TO SECTION 14(A) OF THE
SECURITIES
AND 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
[X] Definitive Proxy Statement as permitted by Rule 14a-6(e) (2)
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c)
or Rule 14a-12
CORPORATE HIGH YIELD FUND, INC.
CORPORATE HIGH YIELD FUND III, INC.
INCOME OPPORTUNITIES FUND 2000, 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:
(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:
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Stockholders (the "Meeting") of each of the above-listed funds (each a "Fund" and, collectively, the "Funds") will be held at the offices of Merrill Lynch Investment Managers, L.P. ("MLIM"), 800 Scudders Mill Road, Plainsboro, New Jersey 08536, on Wednesday, August 23, 2000 at the time specified in Exhibit A hereto for the following purposes:
(1) To elect members of the Board of Directors of each Fund to serve for the ensuing year, except for Income Opportunities Fund 2000, Inc. ("Income Opportunities Fund 2000"), which will elect members of its Board of Directors to serve until the termination of the Fund on or about December 31, 2000 (the "Termination Date").
(2)(a) To consider and act upon a proposal to ratify the selection of Deloitte & Touche LLP to serve as independent auditors for each of Corporate High Yield Fund, Inc. and Corporate High Yield Fund III, Inc. for its current fiscal year, and
(b) To consider and act upon a proposal to ratify the selection of Ernst & Young LLP to serve as independent auditors for Income Opportunities Fund 2000 until its Termination Date.
(3) To transact such other business as may properly come before the Meeting or any adjournment thereof.
The Board of Directors of each Fund has fixed the close of business on June 27, 2000 as the record date for the determination of stockholders entitled to notice of and to vote at the Meeting or any adjournment thereof.
A complete list of the stockholders of each Fund entitled to vote at the Meeting will be available and open to the examination of any stockholder of that Fund for any purpose germane to the Meeting during ordinary business hours from and after August 9, 2000, at the office of the Funds, 800 Scudders Mill Road, Plainsboro, New Jersey. You are cordially invited to attend the Meeting. Stockholders who do not expect to attend the Meeting in person are requested to complete, date and sign the enclosed form of proxy and return it promptly in the envelope provided for this purpose. If you have been provided with the opportunity on your proxy card or voting instruction form to provide voting instructions via telephone or the internet, please take advantage of these prompt and efficient voting options. The enclosed proxy is being solicited on behalf of the Board of Directors of each Fund.
If you have any questions regarding the enclosed proxy material or need assistance in voting your shares, please contact our proxy solicitor, Shareholder Communications Corporation at 1-877-504-5019.
By Order of the Boards of Directors,
IRA P. SHAPIRO
Secretary
Income Opportunities Fund 2000, Inc.
WILLIAM E. ZITELLI, JR.
Secretary
Corporate High Yield Fund, Inc.
Corporate High Yield Fund III, Inc.
Plainsboro, New Jersey This Proxy Statement is furnished in connection with the
solicitation of proxies on behalf of the Boards of Directors (hereinafter the "Directors") of the above-listed
funds (each a "Fund" and, collectively, the "Funds"), to be voted at the 2000 Annual Meeting of
Stockholders of each Fund (the "Meeting"), to be held at the offices of Merrill Lynch Investment Managers, L.P.
("MLIM"), 800 Scudders Mill Road, Plainsboro, New Jersey 08536, on Wednesday, August 23, 2000
at the time specified in Exhibit A hereto. The approximate mailing date of this Proxy Statement is July 12, 2000.
All properly executed proxies received prior to the Meeting will
be voted at the Meeting in accordance with the instructions marked
thereon or otherwise as provided therein. Unless instructions to the
contrary are marked, proxies will be voted
for the election of the Directors to serve for the ensuing year, or in the
case of Income Opportunities Fund
2000, Inc. ("Income Opportunities Fund 2000")
to serve until the termination of the Fund on or about December
31, 2000 (the "Termination Date") and for
the ratification of the selection of independent auditors to serve for
that Fund's current fiscal year, or in the case of Income
Opportunities Fund
2000, to
serve until the Fund's Termination Date. Any proxy may be revoked at
any time prior to the exercise thereof by giving written notice to the
Secretary of the applicable Fund at the Fund's address indicated above
or by voting in person at the Meeting.
The Board of Directors of each Fund has fixed the close of
business on June
27,
2000
as the record date (the
"Record Date") for the determination of
stockholders entitled to notice of and to vote at the Meeting and at
any adjournment thereof. Stockholders on the Record Date will be
entitled to one vote for each share held, with no shares having
cumulative voting rights. As of the Record Date, each Fund had
outstanding the number of shares of common stock ("Common
Stock") indicated in Exhibit A.
To
the knowledge of each Fund, as of the
Record Date, no person is the beneficial owner of more than five
percent of the outstanding shares of its Common
Stock.
The Board of Directors of each Fund knows of no business other
than that mentioned in Items 1 and 2 of the Notice of Meeting which
will be presented for consideration at the Meeting. If any other matter
is properly presented, it is the intention of the persons named in the
enclosed proxy to vote in accordance with their best judgment. At the Meeting, the Directors of each Fund will be elected to serve
until the next Annual Meeting of Stockholders for such Fund and until
their successors are elected and qualified, except for Income
Opportunities Fund
2000,
which will elect Directors to serve until the Termination Date. It is
intended that all properly executed proxies will be voted (unless such
authority has been withheld in the proxy) in favor of the seven (7)
nominees listed below. The Board of Directors of each Fund knows of no
reason why any of these nominees will be unable to serve, but in the
event of any such unavailability, the proxies received will be voted
for such substitute nominee or nominees as the Board of Directors for
such Fund may recommend.
Certain information concerning the nominees is set forth below.
Additional information concerning the nominees and other information
relevant to the election of the Directors of each Fund is set forth in
Exhibit A.
1 (1) Each of the nominees is a director, trustee or
member of an advisory board of certain other investment companies for
which FAM or MLIM acts as investment adviser. See "Compensation of
Directors" in Exhibit A.
(2) Member of Audit Committee of the Board of
Directors.
(3) Interested person, as defined in the Investment
Company Act of 1940, as amended (the "Investment Company
Act"), of each of the Funds.
Committees and Board of Directors'
Meetings. The Board of Directors of each Fund has a standing
Audit Committee, which consists of the Directors who are not
"interested persons" of the Fund within the meaning of the
Investment Company Act. The principal purpose of the Audit Committee is
to review the scope of the annual audit conducted by the Fund's
independent auditors and the evaluation by such auditors of the
accounting procedures followed by the Fund.
The Audit
Committee also reviews and nominates candidates to serve as
non-interested Directors. The Audit
Committee generally will not consider nominees recommended by
shareholders of the Funds. The
non-interested Directors have retained independent legal counsel to
assist them in connection with these duties.
During each Fund's last fiscal year, each of the Directors then in
office attended at least 75% of the aggregate of the total number of
meetings of the Board of Directors
and,
if a member,
the total number of meetings of the Audit Committee
held during the period for which he served. 2 Compliance with Section 16(a) of the Securities Exchange Act
of 1934. Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), requires the
officers and directors of each Fund and persons who own more than ten
percent of a registered class of each Fund's equity securities, to
file reports of ownership and changes in ownership on Forms 3, 4 and 5
with the Securities and Exchange Commission
("SEC") and the New York Stock Exchange
("NYSE"). Officers, directors and greater than
ten percent stockholders are required by SEC regulations to furnish
each Fund with copies of all Forms 3, 4 and 5 they file.
Based solely on each Fund's review of the copies of such forms,
and amendments thereto, furnished to it during or with respect to its
most recent fiscal year, and written representations from certain
reporting persons that they were not required to file Form 5 with
respect to the most recent fiscal year, each Fund believes that all of
its officers, directors, greater than ten percent beneficial owners and
other persons subject to Section 16 of the Exchange Act because of the
requirements of Section 30 of the Investment Company Act (i.e., any
advisory board member, investment adviser or affiliated person of the
Fund's investment adviser) have complied with all filing requirements
applicable to them with respect to transactions during the Fund's most
recent fiscal year, except that (i) Vincent R. Giordano
inadvertently made two late Form 4 filings with respect to Corporate
High Yield Fund III, Inc. reporting changes in beneficial ownership and
(ii) William E. Zitelli, Jr. inadvertently
made late Form 3
filings reporting initial statement of beneficial ownership with
respect to Corporate High Yield Fund, Inc. and Corporate High Yield
Fund III, Inc.
Interested Persons. Each Fund considers Mr. Zeikel and
Mr. Glenn to be "interested persons" of the Funds within the
meaning of Section 2(a)(19) of the Investment Company Act as a result
of the positions each holds with FAM and its affiliates and/or due to
their ownership of securities issued by ML & Co. Mr. Glenn is the
President of each Fund.
Compensation of Directors. FAM, the investment adviser
of each Fund, pays all compensation to all officers of the Fund and
Directors of the Fund who are affiliated with ML & Co. or its
subsidiaries. Each Fund pays each Director not affiliated with FAM
(each a "non-interested Director") an annual fee plus a fee for
each meeting attended, together with such Director's actual
out-of-pocket expenses relating to attendance at meetings. Each Fund
also pays each member of its Audit Committee, which consists of all the
non-interested Directors, an annual fee plus a fee for each meeting
attended, together with such Director's out-of-pocket expenses
relating to attendance at such meetings. Information with respect to
fees and expenses paid to the non-interested Directors for each Fund's
most recently completed fiscal year is set forth in Exhibit A.
Officers of the Fund. Information regarding the
officers of each Fund is set forth in Exhibit A. Officers of the Funds
are elected and appointed by the Board of Directors and hold office
until they resign, are removed or are otherwise disqualified to serve.
Stock Ownership. As of the Record Date, none of the
nominees held shares of Common Stock of the Funds except as set forth
in the table below:
3 At the Record Date, the Directors and officers of each Fund
as a group owned an aggregate of less than 1% of the Common Stock of
the Fund outstanding at such date. At such date, Mr. Zeikel, a Director
of each Fund and Mr. Glenn, an officer and a Director of each Fund, and
the other officers of each Fund owned an aggregate of less than 1% of
the outstanding shares of common stock of ML & Co.
The Boards of Directors of Corporate High Yield Fund and Corporate
High Yield Fund III, including a majority of the Directors who are not
interested persons of the Funds,
have
selected the firm of Deloitte & Touche
LLP
("D&T"),
independent auditors, to examine the
financial statements of
each
Fund for the current fiscal year. The Board
of
Directors for
Income Opportunities Fund 2000,
including a majority of the Directors who are not interested persons of
the Fund, have selected Ernst & Young
LLP
("E&Y"),
independent auditors, to examine the
financial statements of Income Opportunities Fund
2000
until its Termination
Date
. No Fund knows of any direct or indirect
financial interest of such auditors in the Fund. Such appvointment is
subject to ratification or rejection by the stockholders of each Fund.
Unless a contrary specification is made, the accompanying proxy will be
voted in favor of ratifying the selection of such auditors.
D&T acts as independent auditors for Corporate High Yield Fund and
Corporate High Yield Fund III and E&Y acts as independent auditors for
Income Opportunities Fund 2000. D&T also acts as
independent auditors for ML & Co. and all of its subsidiaries and for
most other investment companies advised by FAM or MLIM. E&Y also acts
as independent auditors for other investment companies advised by FAM
or MLIM. The fees received by the independent auditors from these other
entities are substantially greater, in the aggregate, than the total
fees received by the independent auditors from each applicable Fund.
The Board of Directors of each Fund considered the fact that (i) D&T
has been retained as the independent auditors for ML & Co. and the
other entities described above and (ii) E&Y has been retained as the
independent auditors for other investment companies advised by FAM or
MLIM in its evaluation of the independence of the independent auditors
with respect to the Fund.
Representatives of D&T and E&Y are expected to be present at the
Meeting and will have the opportunity to make a statement if they so
desire and to respond to questions from stockholders.
The expense of preparation, printing and mailing of the enclosed
form of proxy and accompanying Notice and Proxy Statement will be borne
by the Funds in proportion to their respective net assets. The Funds
will reimburse banks, brokers and others for their reasonable expenses
in forwarding proxy solicitation material to the beneficial owners of
the shares of the Funds.
In order to obtain the necessary quorum at the Meeting (i.e., a
majority of the shares of each Fund entitled to vote at the Meeting,
present in person or by proxy), supplementary solicitation may be made
by mail, telephone, telegraph or personal interview by officers of the
Fund. Each Fund has retained Shareholder Communications
Corporation, 17 State Street, New York, New York 10004,
1-877-504-5019,
to assist in the solicitation of proxies at a cost to each Fund of
approximately $3,500 plus out-of-pocket
expenses, which are estimated to be
$200 per Fund.
4 All shares represented by properly executed proxies, unless such
proxies have previously been revoked, will be voted at the Meetings in
accordance with the directions on the proxies; if no direction is
indicated, the shares will be voted "FOR" the Director nominees
and "FOR" the ratification of the independent auditors.
With respect to Item 1, "Election of Directors," for (i)
Income Opportunities Fund 2000, approval will require
the affirmative vote of a majority of the votes cast by
the
Fund's stockholders,
present in person or by proxy and entitled to vote, at a meeting at
which a quorum is present and duly constituted, and for (ii) Corporate
High Yield Fund and Corporate High Yield Fund III, approval will
require a plurality of the votes cast by each Fund's stockholders, in
person or by proxy, at a meeting at which a quorum is present and duly
constituted. A "plurality of the votes" means the
candidate must receive more votes than any other candidate for the same
position, but not necessarily a majority of votes cast.
With respect to Item 2, "Ratification of the Selection of
Independent Auditors," approval for each Fund will require the
affirmative vote of a majority of the votes cast by the Fund's
stockholders, present and in person or by proxy and entitled to vote,
at a meeting at which a quorum is present and duly constituted.
Broker-dealer firms, including Merrill Lynch, Pierce, Fenner &
Smith ("MLPF&S"), holding shares of each Fund in
"street name" for the benefit of their customers and clients will
request the instructions of such customers and clients on how to vote
their shares on each Item before the Meeting. The Funds understand
that, under the rules of the New York Stock Exchange, such
broker-dealer firms may, without instructions from their customers and
clients, grant authority to the proxies designated to vote on the
election of Directors (Item 1) and ratification of the selection of
independent auditors (Item 2) if no instructions have been received
prior to the date specified in the broker-dealer firm's request for
voting instructions. Accordingly, the Funds will include shares held of
record by broker-dealers as to which such authority has been granted in
their tabulation of the total number of votes present for purposes of
determining whether the necessary quorum of stockholders exists.
Proxies that are returned to the Fund but that are marked
"abstain" or on which a broker-dealer has declined to vote on any
proposal ("broker non-votes") will be counted as present for the
purposes of obtaining a quorum. MLPF&S has advised the Fund that it
intends to vote shares held in its name for which no instructions are
received except as limited by agreement or applicable law, in the same
proportion as the votes received from the beneficial owners of those
shares for which instructions have been received, whether or not held
in nominee name. Abstentions and broker non-votes will not be counted
as votes cast. Abstentions and broker non-votes, therefore, will have
no effect on the vote on Item 1 or Item 2.
Management knows of no other matters to be presented at the special
meeting. However, if other matters are presented for a vote at the
meeting of any adjournments thereof, the proxy holders will vote the
shares represented by properly executed proxies according to their
judgment on those matters. The principal office of FAM is located at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536.
Each Fund will furnish, without
charge, a copy of its
annual
report
for the Fund's
last fiscal year
and a copy with its most recent
semi-annual report to any stockholder upon
request. Such requests should be
directed to the applicable Fund, P.O. Box 9011, Princeton, New Jersey
08543-9011, Attention: Ira P. Shapiro, Secretary of Income
Opportunities Fund
2000,
or
William
E. Zitelli,
Jr.,
Secretary of Corporate High Yield Fund and Corporate
High Yield Fund III or to 1-800-456-4587 ext. 123. 5 It is currently intended that the
2001
Annual Meeting of
Stockholders of each Fund,
except for
Income Opportunities Fund 2000 will be held
in August, 2001.
If a
stockholder intends to present a proposal at the
2001
Annual Meeting of
Stockholders of that Fund, and desires to have the proposal included in
the Fund's proxy statement and form of proxy for that meeting, the
stockholder must deliver the proposal to the offices of the Fund by
March 9, 2001.
By Order of the Boards of Directors, Dated: July 7, 2000 6 Set forth in the table below is information regarding board
and committee meetings held and the aggregate fees and expenses paid by
each Fund to non-interested Directors during each Fund's most recently
completed fiscal year.
* Includes meetings held via teleconferencing
equipment.
** The fee is payable for each meeting attended in
person. A fee is not paid for telephonic meetings. A-1 Set forth in the table below is information regarding compensation
paid by each Fund to the non-interested Directors for the most recently
completed fiscal year.
* No pension or retirement benefits are accrued as part of
Fund expenses. Set forth in the table below is information regarding the aggregate
compensation paid by all registered investment companies advised by FAM
and its affiliate, MLIM ("FAM/MLIM Advised
Funds"), to the non-interested Directors for the year ended
December 31,
1999.
(1) The Directors serve on the boards of other FAM/MLIM
Advised Funds as follows: Mr. Grills
(31
registered investment
companies consisting of
47
portfolios); Mr. Mintz (21
registered
investment companies consisting of 43 portfolios); Mr.
Salomon (21
registered
investment companies consisting of 43 portfolios); Mr. Seiden
(21
registered investment
companies consisting of 43 portfolios); Mr. Swensrud
(30
registered investment
companies consisting of
67
portfolios).
Set forth in the table below is information about the officers of
each of the Funds.
A-2 A-3
* Mr. Glenn was elected President of each Fund in 1999.
Prior to that he served as Executive Vice President of each Fund. A-4 CORPORATE HIGH YIELD FUND, INC. The undersigned hereby appoints Terry K. Glenn, Donald C. Burke and William
E. Zitelli, Jr. as proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated on the reverse
hereof, all the shares of Common Stock of Corporate High Yield Fund, Inc. (the
"Fund") held of record by the undersigned on June 27, 2000 at the annual meeting
of stockholders of the Fund to be held on August 23, 2000 or any adjournment
thereof. This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted for Proposals 1 and 2. By signing and dating the reverse side of this card, you authorize the
proxies to vote each proposal as marked, or if not marked, to vote "FOR" each
proposal, and to use their discretion to vote for any other matter as may
properly come before the meeting. If you do not intend to personally attend the
meeting, please complete and return this card at once in the enclosed envelope. (Continued and to be signed on the reverse side)
Please mark boxes n or þ in blue or black ink.
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through the nominee’s name in the list below.)
Terry K. Glenn, Joe Grills, Walter Mintz, Robert S. Salomon, Jr., Melvin R. Seiden, Stephen B. Swensrud and Arthur Zeikel
Please sign exactly as name appears hereon.
When shares are held by joint tenants, both should sign. When signing as attorney or as 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.
Dated:
, 2000
x
x
Dated: July 7, 2000
COMBINED PROXY STATEMENT
CORPORATE HIGH YIELD FUND, INC.
CORPORATE HIGH YIELD FUND III, INC.
INCOME OPPORTUNITIES FUND 2000, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
ANNUAL MEETING OF STOCKHOLDERS
August 23, 2000 INTRODUCTION
ITEM 1. ELECTION OF DIRECTORS
Name and Address of Nominee Age Principal
Occupations During Past
Five Years and Public Directorships(1)Terry K. Glenn(1)(3)
P.O.
Box 9011
Princeton, New Jersey 08543-901159
Executive Vice President of Fund Asset Management, L.P.
("FAM") and MLIM (which terms as used herein
include their corporate predecessors) since 1983; Executive Vice
President and Director of Princeton Services, Inc. ("Princeton
Services") since 1993; President of FAM Distributors,
Inc. ("FAMD") since 1986 and Director thereof
since 1991; President of Princeton Administrators, L.P. since 1988.
Joe Grills(1)(2)
P.O. Box 98
Rapidan,
Virginia 22733 65
Member of the Committee of Investment of Employee Benefit Assets of
the Association of Financial Professionals ("CIEBA")
since 1986; Member of CIEBA's Executive Committee since 1988 and its
Chairman from 1991 to 1993;
Assistant Treasurer of International Business Machines Incorporated
("IBM") and Chief Investment Officer of IBM
Retirement Funds from 1986 to 1993; Member of the Investment Advisory
Committees of the State of New York Common
Retirement Fund and the Howard Hughes Medical Institute since 1997;
Director, Duke Management Company since
1992 and Vice Chairman since
1998; Director, LaSalle Street Fund since 1995; Director, Hotchkis and
Wiley Mutual Funds since 1996; Director, Kimco Realty Corporation since
1997; Member of the Investment Advisory Committee of the Virginia
Retirement System since 1998; Director, Montpelier Foundation since
1998; Member of the Investment Committee of the Woodberry Forest School since April, 2000.
Walter Mintz(1)(2)
1144 Avenue of the
Americas
New York, New York 10036
71
Special Limited
Partner of Cumberland Associates (investment partnership) since 1982.
Name and Address of Nominee Age Principal
Occupations During Past
Five Years and Public Directorships(1)
Robert S. Salomon, Jr.(1)(2)
106 Dolphin Cove Quay
Stamford, Connecticut
0690263
Principal of
STI Management (investment adviser) since
1994; Chairman and CEO of Salomon Brothers Asset Management
from 1992 to 1995; Chairman of Salomon Brothers equity mutual funds
from 1992 to 1995;
Regular
columnist with
Forbes
Magazine since 1992; Director of Stock Research and U.S. Equity
Strategist at Salomon Brothers Inc. from 1975 to 1991; Trustee, Commonfund since 1980.
Melvin R. Seiden(1)(2)
780 Third Avenue Suite 2502
New York, New York
1001769
Director of
Silbanc Properties, Ltd. (real estate, investment and consulting) since
1987; Chairman and President of Seiden & de Cuevas, Inc. (private
investment firm) from 1964 to 1987.
Stephen B.
Swensrud(1)(2)
88
Broad
Street,
2nd Floor
Boston, Massachusetts
0211067
Chairman of
Fernwood Advisors (investment adviser) since 1996; Principal of
Fernwood Associates (financial
consultant) since
1975; Chairman of RPP Corporation
(manufacturing) since 1978; Director of International
Mobile
Communications, Inc. (telecommunications) since 1998.
Arthur Zeikel(1)(3)
300 Woodland
Avenue
Westfield, New Jersey
0709068
Chairman
of FAM and MLIM from 1997 to 1999; President of FAM and MLIM from 1977
to 1997; Chairman of Princeton Services from 1997 to
1999 and Director thereof from 1993 to 1999; President
of Princeton Services from 1993 to 1997; Executive Vice President of
Merrill Lynch & Co., Inc. ("ML & Co.") from 1990
to 1999.
Nominee Fund No. of Shares
Held
Terry K. Glenn
Corporate High Yield Fund
5,986
Corporate High Yield Fund III
5,120
Income Opportunities Fund 2000
9,439
Melvin R. Seiden
Corporate High Yield Fund III
500
ITEM 2. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
ADDITIONAL INFORMATION
Address of Investment Adviser
Annual Report Delivery
Stockholder Proposals
IRA P. SHAPIRO
Secretary
Income Opportunities Fund 2000, Inc.
WILLIAM E. ZITELLI, JR.
Secretary
Corporate High Yield Fund, Inc.
Corporate High Yield Fund III, Inc. EXHIBIT A
INFORMATION PERTAINING TO EACH FUND
º General Information Pertaining to the Funds
Fund Defined
Term
Used in Exhibit AFiscal Year End State
of
OrganizationMeeting Time Corporate High Yield Fund, Inc.
CHY
5/31
MD
9:15 a.m.
Corporate High Yield Fund III, Inc.
CHY III
5/31
MD
9:30
a.m.
Income Opportunities Fund 2000, Inc.
Income Opp. 2000
12/31
MD
9:45 a.m.
Fund Shares
of
Common Stock
Outstanding as of
the Record DateCHY
24,062,214
CHY
III
35,260,043
Income
Opp. 2000
11,057,727
º Information Pertaining to Officers
and
Board Members
Year
in Which Each Nominee Became a Member of the Board Fund Glenn Grills Mintz Salomon Seiden
Swensrud Zeikel CHY
1999
1994
1993
1996
1993
1993
1993
CHY III
1999
1998
1998
1998
1998
1998
1998
Income Opp. 2000
1999
1994
1992
1996
1992
1992
1992
Board Audit
Committee Fund #
Meetings
Held*Annual
Fee ($)Per Meeting
Fee($)**#
Meetings
HeldAnnual
Fee ($)Per Meeting
Fee
($)**Aggregate
Fees and
Expenses ($)CHY
4
2,000
500
4
2,000
500
40,640
CHY III
4
2,000
500
4
2,000
500
41,474
Income
Opp. 2000
4
2,000
500
4
2,000
500
40,636
Compensation
From Fund
($)* Fund Grills Mintz Salomon Seiden Swensrud
CHY
8,000
8,000
8,000
8,000
8,000
CHY III
8,000
8,000
8,000
8,000
8,000
Income Opp. 2000
8,000
8,000
8,000
8,000
8,000
Name
of Director Aggregate Compensation From Fund and
Other
FAM/MLIM Advised Funds Paid to Board members
($)(1)Joe Grills
245,250
Walter
Mintz
211,250
Robert S. Salomon, Jr
211,250
Melvin R.
Seiden
211,250
Stephen B. Swensrud
232,250
Officer
Since Name and Biography Age Office CHY
FundCHY III
FundIncome Opp.
2000
FundTerry K. Glenn
Executive Vice President of MLIM and FAM since
1983; Executive Vice President and Director of Princeton Services since
1993; President of FAM Distributors, Inc.
("FAMD") since 1986 and Director thereof since
1991; President of Princeton Administrators, L.P. since 1988.59
President
1993*
1998*
1992*
Officer
Since Name and Biography
Age
Office
CHY
Fund
CHY III
Fund
Income Opp.
2000
Fund
Joseph T. Monagle, Jr
Senior Vice President of FAM and MLIM since 1990; Department
Head of Global Fixed Income Division of FAM and MLIM since 1997; Senior
Vice President of Princeton Services since 1993.
51
Senior Vice
President1997
1998
1997
Jeffery B. Hewson
Director (Global Fixed Income)
of MLIM since 1998; Vice President of
MLIM since 1989; Portfolio Manager of MLIM since 1985; Senior
Consultant, Price Waterhouse 1981 to 1985.
49
Senior Vice
President
1992
Gregory Mark Maunz
First Vice President of MLIM
since 1997; Vice President of MLIM
from 1985 to 1997; Portfolio Manager of MLIM since 1984.
47
Senior Vice
President
1992
Vincent T. Lathbury, III
First Vice President of MLIM since 1997;
Vice President of MLIM since 1982; Portfolio Manager of FAM and MLIM
since 1982.
59
Vice President
1993
1998
Elizabeth M. Phillips
Vice President of MLIM since 1987;
Portfolio Manager of FAM and MLIM since 1993.
50
Vice President
1993
1998
Teresa L.
Giacino
Vice President of MLIM since
1992.38
Vice President
1998
Officer
Since Name and Biography
Age
Office
CHY
Fund
CHY III
Fund
Income Opp.
2000
Fund
Theodore Magnani
Vice President of MLIM since
1992.38
Vice President
1998
Donald C. Burke
Senior Vice President and Treasurer of MLIM and FAM since 1999; Senior Vice President and
Treasurer of Princeton Services since 1999; Vice President of
FAMD since 1999; First Vice President of MLIM from 1997 to 1999; Vice
President of MLIM from 1990 to 1997; Director of Taxation of MLIM since
1990. 40
Vice
President
Treasurer1993
19991998
19991993
1999
Ira P. Shapiro
First Vice President of FAM and MLIM since 1997; Attorney associated with FAM and MLIM since 1993.
37
Secretary
1996
William
E.
Zitelli, Jr.
Attorney associated with MLIM since
1998; attorney associated with Pepper Hamilton LLP from 1997 to 1998;
attorney associated with Reboul, MacMurray, Hewitt, Maynard & Kristol
from 1994 to 1997.
32
Secretary
1999
1999
P.O. Box 9011
Princeton, New Jersey 08543-9011
PROXY
This proxy is solicited on behalf of the Board of Directors
1. ELECTION OF DIRECTORS
FOR all nominees listed below
(except as marked to the contrary below) oWITHHOLD AUTHORITY
to vote for all nominees listed below o
2.
Proposal to ratify the selection of Deloitte & Touche LLP as the independent auditors of the Fund to serve for the current fiscal year.
FOR o
AGAINST o
ABSTAIN o
3.
In the discretion of such proxies, upon such other business as may properly come before the meeting or any adjournment thereof.
Signature
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
2
CORPORATE HIGH YIELD FUND III, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
PROXY
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Terry K. Glenn, Donald C. Burke and William E. Zitelli, Jr. as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse hereof, all the shares of Common Stock of Corporate High Yield Fund III, Inc. (the "Fund") held of record by the undersigned on June 27, 2000 at the annual meeting of stockholders of the Fund to be held on August 23, 2000 or any adjournment thereof.
This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted for Proposals 1 and 2.
By signing and dating the reverse side of this card, you authorize the proxies to vote each proposal as marked, or if not marked, to vote "FOR" each proposal, and to use their discretion to vote for any other matter as may properly come before the meeting. If you do not intend to personally attend the meeting, please complete and return this card at once in the enclosed envelope.
(Continued and to be signed on the reverse side)
Please mark boxes n or þ in blue or black ink.
| 1. ELECTION OF DIRECTORS | FOR all nominees listed below (except as marked to the contrary below) o |
WITHHOLD AUTHORITY to vote for all nominees listed below o |
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through the nominee’s name in the list below.)
Terry K. Glenn, Joe Grills, Walter Mintz, Robert S. Salomon, Jr., Melvin R. Seiden, Stephen B. Swensrud and Arthur Zeikel
| 2. |
Proposal to ratify the selection of Deloitte & Touche LLP as the independent auditors of the Fund to serve for the current fiscal year. |
| FOR o | AGAINST o | ABSTAIN o |
| 3. |
In the discretion of such proxies, upon such other business as may properly come before the meeting or any adjournment thereof. |
Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney or as 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.
Dated: , 2000
x
Signaturex
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
2
INCOME OPPORTUNITIES FUND 2000, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
PROXY
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Donald C. Burke, Terry K. Glenn and Ira P. Shapiro as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse hereof, all the shares of Common Stock of Income Opportunities Fund 2000, Inc. (the "Fund") held of record by the undersigned on June 27, 2000 at the annual meeting of stockholders of the Fund to be held on August 23, 2000 or any adjournment thereof.
This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted for Proposals 1 and 2.
By signing and dating the reverse side of this card, you authorize the proxies to vote each proposal as marked, or if not marked, to vote "FOR" each proposal, and to use their discretion to vote for any other matter as may properly come before the meeting. If you do not intend to personally attend the meeting, please complete and return this card at once in the enclosed envelope.
(Continued and to be signed on the reverse side)
Please mark boxes n or þ in blue or black ink.
| 1. ELECTION OF DIRECTORS | FOR all nominees listed below (except as marked to the contrary below) o |
WITHHOLD AUTHORITY to vote for all nominees listed below o |
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through the nominee’s name in the list below.)
Terry K. Glenn, Joe Grills, Walter Mintz, Robert S. Salomon, Jr., Melvin R. Seiden, Stephen B. Swensrud and Arthur Zeikel
| 2. |
Proposal to ratify the selection of Ernst & Young LLP as the independent auditors of the Fund to serve until the termination of the Fund on or about December 31, 2000. |
| FOR o | AGAINST o | ABSTAIN o |
| 3. |
In the discretion of such proxies, upon such other business as may properly come before the meeting or any adjournment thereof. |
Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney or as 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.
Dated: , 2000
x
Signaturex
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
2
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