<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
</TABLE>
Corporate High Yield Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Corporate High Yield Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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> 2
CORPORATE HIGH YIELD FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------
NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 14, 1998
------------------
TO THE STOCKHOLDERS OF CORPORATE HIGH YIELD FUND, INC.:
Notice is hereby given that the 1998 Annual Meeting of Stockholders (the
"Meeting") of Corporate High Yield Fund, Inc. (the "Fund") will be held at the
offices of Merrill Lynch Asset Management, L.P. ("MLAM"), 800 Scudders Mill
Road, Plainsboro, New Jersey 08536, on Monday, September 14, 1998 at 9:00 A.M.
for the following purposes:
(1) To elect a Board of Directors to serve for the ensuing year;
(2) To consider and act upon a proposal to ratify the selection of
Deloitte & Touche LLP to serve as independent auditors of the Fund for its
current fiscal year; and
(3) To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on July 15, 1998 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 the Fund entitled to vote at the
Meeting will be available and open to the examination of any stockholder of the
Fund for any purpose germane to the Meeting during ordinary business hours from
and after August 31, 1998, at the office of the Fund, 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. The enclosed proxy is being solicited on
behalf of the Board of Directors of the Fund.
By Order of the Board of Directors
PATRICK D. SWEENEY
Secretary
Plainsboro, New Jersey
Dated: July 29, 1998
<PAGE> 3
PROXY STATEMENT
------------------------
CORPORATE HIGH YIELD FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
1998 ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 14, 1998
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Corporate High Yield Fund, Inc.,
a Maryland corporation (the "Fund"), to be voted at the 1998 Annual Meeting of
Stockholders of the Fund (the "Meeting"), to be held at the offices of Merrill
Lynch Asset Management, L.P. ("MLAM"), 800 Scudders Mill Road, Plainsboro, New
Jersey 08536, on Monday, September 14, 1998 at 9:00 A.M. The approximate mailing
date of this Proxy Statement is July 31, 1998.
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 Board of Directors to serve for the
ensuing year, and for the ratification of the selection of independent auditors
to serve for the Fund's current fiscal year. Any proxy may be revoked at any
time prior to the exercise thereof by giving written notice to the Secretary of
the Fund.
The Board of Directors has fixed the close of business on July 15, 1998 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, the
Fund had outstanding 23,492,092 shares of common stock, par value $.10 per share
("Common Stock"). To the knowledge of the Fund, as of the Record Date, no person
is the beneficial owner of more than five percent of the outstanding shares of
Common Stock.
The election of Directors (Item 1) requires a plurality of votes cast, in
person or by proxy, at a meeting at which a quorum is present and duly
constituted. Ratification of the selection of independent auditors (Item 2)
requires the affirmative vote of a majority of the votes cast on the proposal,
in person or by proxy, at a meeting at which a quorum is present and duly
constituted. The Board of Directors of the 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.
<PAGE> 4
ITEM 1. ELECTION OF DIRECTORS
At the Meeting, the Board of Directors will be elected to serve until the
next Annual Meeting of Stockholders and until their successors are elected and
qualified. It is intended that all properly executed proxies will be voted
(unless such authority has been withheld in the proxy) in favor of the six (6)
persons designated as directors to be elected by holders of Common Stock. The
Board of Directors of the 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 may recommend.
Certain information concerning the nominees is set forth as follows:
<TABLE>
<CAPTION>
SHARES
OF COMMON STOCK
OF THE FUND
BENEFICIALLY
PRINCIPAL OCCUPATIONS DURING PAST DIRECTOR OWNED AT
NAME AND ADDRESS OF NOMINEE AGE FIVE YEARS AND PUBLIC DIRECTORSHIPS(1) SINCE THE RECORD DATE
--------------------------- --- -------------------------------------- -------- ---------------
<S> <C> <C> <C> <C>
Joe Grills(1)(2)............... 63 Member of the Committee of Investment 1994 -0-
P.O. Box 98 of Employee Benefit Assets of the
Rapidan, Virginia 22733 Financial Executives Institute
("CIEBA") since 1986; Member of
CIEBA's Executive Committee since 1988
and its Chairman from 1991 to 1992;
Assistant Treasurer of International
Business Machines Incorporated ("IBM")
and Chief Investment Officer of IBM
Retirement Funds from 1986 until 1993;
Member of the Investment Advisory
Committee of the State of New York
Common Retirement Fund; Director, Duke
Management Company since 1992, elected
Vice Chairman in May, 1998; Director,
LaSalle Street Fund since 1995;
Director of Hotchkis and Wiley Mutual
Funds since 1996; Director, Kimco
Realty Corporation since 1997; Member
of the Investment Advisory Committee
of the Howard Hughes Medical Institute
since 1997; Member of the Investment
Advisory Committee of the Virginia
Retirement System since 1998.
Walter Mintz(1)(2)............. 69 Special Limited Partner of Cumberland 1993 -0-
1114 Avenue of the Americas Associates (investment partnership)
New York, New York 10036 since 1982.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
SHARES
OF COMMON STOCK
OF THE FUND
BENEFICIALLY
PRINCIPAL OCCUPATIONS DURING PAST DIRECTOR OWNED AT
NAME AND ADDRESS OF NOMINEE AGE FIVE YEARS AND PUBLIC DIRECTORSHIPS(1) SINCE THE RECORD DATE
--------------------------- --- -------------------------------------- -------- ---------------
<S> <C> <C> <C> <C>
Robert S. Salomon, Jr.(1)(2)... 61 Principal of STI Management 1996 -0-
106 Dolphin Cove Quay (investment adviser); Chairman and CEO
Stamford, Connecticut 06902 of Salomon Brothers Asset Management
from 1992 to 1995; Chairman of Salomon
Brothers equity mutual funds from 1992
to 1995; Monthly columnist with Forbes
Magazine since 1992; Director of Stock
Research and U.S. Equity Strategist at
Salomon Brothers Inc from 1975 to
1991; Trustee, The Common Fund since
1980.
Melvin R. Seiden(1)(2)......... 67 Director of Silbanc Properties, Ltd. 1993 -0-
780 Third Avenue Suite 2502 (real estate, investment and
New York, New York 10017 consulting) since 1987; Chairman and
President of Seiden & de Cuevas, Inc.
(private investment firm) from 1964 to
1987.
Stephen B. Swensrud(1)(2)...... 65 Chairman of Fernwood Advisors 1993 -0-
24 Federal Street (investment adviser) since 1996;
Suite 400 Principal of Fernwood Associates
Boston, Massachusetts 02110 (financial consultant) since 1975.
Arthur Zeikel(1)(3)............ 66 Chairman of Fund Asset Management, 1993 -0-
P.O. Box 9011 Princeton, L.P. ("FAM") and MLAM (which terms as
New Jersey 08543-9011 used hereunder include their corporate
predecessors) since 1997; President of
FAM and MLAM from 1977 to 1997;
Chairman of Princeton Services, Inc.
("Princeton Services") since 1997 and
Director thereof since 1993; President
of Princeton Services from 1993 to
1997; Executive Vice President of
Merrill Lynch & Co., Inc.
("ML & Co.") since 1990.
</TABLE>
- ------------------
(1) Each of the nominees is a director, trustee or member of an advisory board
of certain other investment companies for which FAM or MLAM acts as
investment adviser. See "Merrill Lynch Investment Company Directorships"
below.
(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 the Fund.
3
<PAGE> 6
Committees and Board of Directors' Meetings. The Board of Directors 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
non-interested Directors have retained independent legal counsel to assist them
in connection with these duties. The Board of Directors does not have a
nominating committee.
During the fiscal year ended May 31, 1998, the Board of Directors held four
meetings and the Audit Committee held four meetings. Each of the Directors then
in office attended at least 75% of the total number of meetings of the Board of
Directors. Each member of the Audit Committee then in office attended at least
75% of the total number of meetings of the Audit Committee held during such
period.
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 Fund's officers, directors and persons who own
more than ten percent of a registered class of the 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 the Fund with copies of all Forms 3, 4
and 5 they file.
Based solely on the 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, the 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 Michael Hennewinkel inadvertently failed to make a
timely Form 3 filing to report his election as a Senior Vice President of FAM.
Interested Persons. The Fund considers Mr. Zeikel to be an "interested
person" of the Fund within the meaning of Section 2(a)(19) of the Investment
Company Act as a result of the position he holds with FAM and its affiliates.
Mr. Zeikel is the President of the Fund and the Chairman of FAM and MLAM.
Compensation of Directors. FAM, the investment adviser, pays all
compensation of all officers of the Fund and all Directors of the Fund who are
affiliated with ML & Co. or its subsidiaries. The Fund pays each Director not
affiliated with the investment adviser (each a "non-affiliated Director") a fee
of $2,000 per year plus $500 per regular meeting attended, together with such
Director's actual out-of-pocket expenses relating to attendance at meetings. The
Fund also pays each member of its Audit Committee, which consists of all the
non-affiliated Directors, a fee of $2,000 per year plus $500 per meeting
attended, together with such Director's out-of-pocket expenses relating to
attendance at such meetings. These fees and expenses aggregated $40,347 for the
fiscal year ended May 31, 1998.
The following table sets forth for the fiscal year ended May 31, 1998,
compensation paid by the Fund to the non-affiliated Directors and, for the
calendar year ending December 31, 1997, the aggregate compensation
4
<PAGE> 7
paid by all investment companies advised by FAM and its affiliate, MLAM
("FAM/MLAM Advised Funds"), to the non-affiliated Directors.
<TABLE>
<CAPTION>
PENSION OR RETIREMENT AGGREGATE COMPENSATION FROM
COMPENSATION BENEFITS ACCRUED AS PART FUND AND FAM/MLAM
NAME OF DIRECTOR FROM FUND OF FUND EXPENSES ADVISED FUNDS PAID TO TRUSTEES
---------------- ------------ ------------------------ ------------------------------
<S> <C> <C> <C>
Joe Grills(1)................... $8,000 None $171,500
Walter Mintz(1)................. $8,000 None $159,500
Robert S. Salomon, Jr.(1)....... $8,000 None $159,500
Melvin R. Seiden(1)............. $8,000 None $159,500
Stephen B. Swensrud(1).......... $8,000 None $175,500
</TABLE>
- ------------------
(1) The Directors serve on the boards of FAM/MLAM Advised Funds as follows: Mr.
Grills (21 registered investment companies consisting of 51 portfolios); Mr.
Mintz (20 registered investment companies consisting of 41 portfolios); Mr.
Salomon (20 registered investment companies consisting of 41 portfolios);
Mr. Seiden (20 registered investment companies consisting of 41 portfolios)
and Mr. Swensrud (23 registered investment companies consisting of 56
portfolios).
Officers of the Fund. The Board of Directors has elected eight officers of
the Fund. The following sets forth information concerning each of these
officers:
<TABLE>
<CAPTION>
OFFICER
OFFICE AGE SINCE
NAME AND PRINCIPAL OCCUPATION ------ --- -------
<S> <C> <C> <C>
Arthur Zeikel........................................... President 66 1993
Chairman of FAM and MLAM since 1997; President of FAM
and MLAM from 1977 to 1997; Chairman of Princeton
Services since 1997 and Director thereof since 1993;
President of Princeton Services from 1993 to 1997;
Executive Vice President of ML & Co. since 1990.
Terry K. Glenn.......................................... Executive Vice President 57 1993
Executive Vice President of FAM and MLAM since 1983;
Executive Vice President and Director of Princeton
Services since 1993; President of Princeton Funds
Distributor, Inc. ("PFD") (formerly Merrill Lynch
Funds Distributor, Inc.) since 1986 and Director
thereof since 1991; President of Princeton
Administrators, L.P. since 1988.
Joseph T. Monagle, Jr................................... Senior Vice President 50 1997
Senior Vice President of FAM and MLAM since 1990;
Department Head of the Global Fixed Income Division of
FAM and MLAM since 1997; Senior Vice President of
Princeton Services since 1993.
Vincent T. Lathbury, III................................ Vice President 57 1993
First Vice President of MLAM since 1997; Vice
President of MLAM since 1982; Portfolio Manager of FAM
and MLAM since 1982.
Elizabeth Phillips...................................... Vice President 48 1993
Vice President of MLAM since 1990; Portfolio Manager
of FAM and MLAM since 1993.
Donald C. Burke......................................... Vice President 38 1993
First Vice President of MLAM since 1997; Vice
President of MLAM from 1990 to 1997; Director of
Taxation of MLAM since 1990.
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION OFFICE AGE SINCE
------ --- -------
<S> <C> <C> <C>
Gerald M. Richard....................................... Treasurer 49 1993
Senior Vice President and Treasurer of FAM and MLAM
since 1984; Senior Vice President and Treasurer of
Princeton Services since 1993; Treasurer of PFD since
1984 and Vice President thereof since 1981.
Patrick D. Sweeney...................................... Secretary 44 1997
First Vice President of MLAM since 1997; Vice
President of MLAM from 1990 to 1997.
</TABLE>
Stock Ownership. At the Record Date, the Directors and officers of the
Fund as a group (13 persons) 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
and officer of the Fund, and the other officers of the Fund owned an aggregate
of less than 1% of the outstanding shares of common stock of ML & Co.
ITEM 2. SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Fund, including a majority of the Directors
who are not interested persons of the Fund, has selected the firm of Deloitte &
Touche LLP ("D&T"), independent auditors, to examine the financial statements of
the Fund for the current fiscal year. The Fund knows of no direct or indirect
financial interest of D&T in the Fund. Such appointment is subject to
ratification or rejection by the stockholders of the Fund. Unless a contrary
specification is made, the accompanying proxy will be voted in favor of
ratifying the selection of such auditors.
D&T also acts as independent auditors for ML & Co. and all of its
subsidiaries and for substantially all of the other investment companies for
which FAM or MLAM acts as investment adviser. The fees received by D&T from
these other entities are substantially greater, in the aggregate, than the total
fees received
by it from the Fund. The Board of Directors of the Fund considered the fact that
D&T has been retained
as the independent auditors for ML & Co. and the other entities described above
in its evaluation of the independence of D&T with respect to the Fund.
Representatives of D&T 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.
ADDITIONAL INFORMATION
The expenses of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the Fund. The
Fund will reimburse banks, brokers and others for their reasonable expenses in
forwarding proxy solicitation material to the beneficial owners of the shares of
the Fund. The Fund may also hire proxy solicitors at the expense of the Fund.
In order to obtain the necessary quorum at the Meeting (i.e., a majority of
the shares of the 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. It is anticipated that the cost of
such supplementary solicitation, if any, will be nominal.
6
<PAGE> 9
All shares represented by properly executed proxies, unless such proxies
have previously been revoked, will be voted at the Meeting 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 D&T as
independent auditors for the Fund.
Broker-dealer firms, including Merrill Lynch, Pierce, Fenner & Smith
("MLPF&S"), holding Fund shares 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 Fund
understands that, under the rules of the NYSE, 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 Fund will include
shares held of record by broker-dealers as to which such authority has been
granted in its tabulation of the total number of votes present for purposes of
determining whether the necessary quorum of stockholders exists. Proxies that
are returned 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 a quorum. MLPF&S has advised the Fund that except as limited
by agreement or applicable law, it intends to vote shares held in its name for
which no instructions are received 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.
ADDRESS OF INVESTMENT ADVISER
The principal office of FAM is located at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536.
ANNUAL REPORT DELIVERY
The Fund will furnish, without charge, a copy of its annual report for the
fiscal year ended May 31, 1998 to any stockholder upon request. Such requests
should be directed to Corporate High Yield Fund, Inc., P.O. Box 9011, Princeton,
New Jersey 08543-9011, Attention: Patrick D. Sweeney, Secretary or to 1-800-
456-4587 ext. 123.
STOCKHOLDER PROPOSALS
It is currently intended that the 1999 Annual Meeting of Stockholders of
the Fund will be held in August, 1999. If a stockholder intends to present a
proposal at the 1999 Annual Meeting of Stockholders of the 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 1, 1999.
By Order of the Board of Directors
PATRICK D. SWEENEY
Secretary
Dated: July 29, 1998
7
