<PAGE> 1
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 / / Confidential, for Use of the Commission
only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
The Morgan Stanley High Yield 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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
THE MORGAN STANLEY HIGH YIELD FUND, INC.
C/O MORGAN STANLEY ASSET MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
---------------------
To Our Stockholders:
Notice is given that the Annual Meeting of Stockholders (the "Meeting") of
The Morgan Stanley High Yield Fund, Inc. (the "Fund") will be held on Monday,
June 26, 1995, at 2:30 P.M. (New York time), in Conference Room 3 at 1221 Avenue
of the Americas, 22nd Floor, New York, New York 10020, for the following
purposes:
1. To elect three Class I Directors for a term of one year, three
Class II Directors for a term of two years and three Class III Directors
for a term of three years.
2. To ratify or reject the selection by the Board of Directors of
Price Waterhouse LLP as independent accountants of the Fund for the fiscal
year ending December 31, 1995.
3. To consider and act upon any other business as may properly come
before the Meeting or any adjournment thereof.
Only stockholders of record at the close of business on April 3, 1995 are
entitled to notice of, and to vote at, this Meeting or any adjournment thereof.
VALERIE Y. LEWIS
Secretary
Dated: May 30, 1995
IF YOU DO NOT 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> 3
THE MORGAN STANLEY HIGH YIELD FUND, INC.
C/O MORGAN STANLEY ASSET MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
-------------------------------
PROXY STATEMENT
-------------------------------
This statement is furnished by the Board of Directors of The Morgan Stanley
High Yield Fund, Inc. (the "Fund") in connection with the solicitation of
Proxies for use at the Annual Meeting of Stockholders (the "Meeting") to be held
on Monday, June 26, 1995, at 2:30 P.M. (New York time), in Conference Room 3 at
the principal executive office of Morgan Stanley Asset Management Inc.
(hereinafter "MSAM" or the "Manager"), 1221 Avenue of the Americas, 22nd Floor,
New York, New York 10020. The purpose of the Meeting and the matters to be acted
upon are set forth in the accompanying Notice of Annual Meeting of Stockholders.
It is expected that the Notice of Annual Meeting, Proxy Statement and form of
Proxy will first be mailed to stockholders on or about May 30, 1995.
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. 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 no instructions are specified, shares will be voted for the
election of Directors and for the other proposals. Abstentions and broker
non-votes are each included in the determination of the number of shares present
and voting at the Meeting.
The close of business on April 3, 1995 has been fixed as the record date
for the determination of stockholders entitled to notice of, and to vote at, the
Meeting and at any adjournment thereof. On that date, the Fund had 8,720,431
shares of Common Stock outstanding and entitled to vote. Each share will be
entitled to one vote at the Meeting.
The expense of solicitation will be borne by the Fund and will include
reimbursement to brokerage firms and others for expenses in forwarding proxy
solicitation materials 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 by regular employees of the Manager. The
solicitation of Proxies is also expected to include communications by employees
of Shareholder Communications Corporation, a proxy solicitation firm expected to
be engaged by the Fund at a cost not expected to exceed $5,000 plus expenses.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR ITS
FISCAL YEAR ENDED DECEMBER 31, 1994, TO ANY STOCKHOLDER REQUESTING SUCH REPORT.
REQUESTS FOR THE ANNUAL REPORT SHOULD BE MADE IN WRITING TO THE MORGAN STANLEY
HIGH YIELD FUND, INC., C/O MUTUAL FUNDS SERVICE COMPANY, P.O. BOX 2798, BOSTON,
MASSACHUSETTS 02208-2798, OR BY CALLING 1-800-221-6726.
Mutual Funds Service Company is an affiliate of the Fund's administrator,
United States Trust Company of New York, and provides administrative services to
the Fund. United States Trust Company of New York's business address is 770
Broadway, New York, New York 10003. Mutual Funds Service Company's business
address is 73 Tremont Street, Boston, Massachusetts 02108.
The board recommends that the stockholders vote in favor of each of the
matters mentioned in Items 1 and 2 of the Notice of Annual Meeting.
<PAGE> 4
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
At the Meeting, it is proposed that three Class I Directors be elected to
hold office for a term of one year, three Class II Directors be elected to hold
office for a term of two years and three Class III Directors be elected to hold
office for a term of three years and, in each case, until their successors are
duly elected and qualified. It is the intention of the persons named in the
accompanying form of Proxy to vote, on behalf of the stockholders, for the
election of Peter J. Chase, David B. Gill and Warren J. Olsen as Class I
Directors, John W. Croghan, Graham E. Jones and Frederick B. Whittemore as Class
II Directors and Barton M. Biggs, John A. Levin and William G. Morton, Jr. as
Class III Directors.
The Board of Directors has unanimously approved increasing the number of
Directors from six to nine effective as of the commencement of the Meeting and
is recommending that stockholders vote for the election of each of the nominees
for Director.
On or about the same date as the Meeting, each of the other closed-end,
U.S. registered investment companies advised by MSAM (except Morgan Stanley
India Investment Fund, Inc.) also is holding a meeting of stockholders at which,
among other things, such stockholders are considering a proposal to elect as
directors of such other investment companies (with certain limited exceptions)
the same people nominated to be Directors of the Fund. Accordingly, if elected,
all of the nominees for Directors of the Fund also will act as directors of The
Brazilian Investment Fund, Inc., The Latin American Discovery Fund, Inc., The
Malaysia Fund, Inc., Morgan Stanley Africa Investment Fund, Inc., Morgan Stanley
Asia-Pacific Fund, Inc., Morgan Stanley Emerging Markets Debt Fund, Inc., Morgan
Stanley Emerging Markets Fund, Inc., Morgan Stanley Global Opportunity Bond
Fund, Inc., The Pakistan Investment Fund, Inc., The Thai Fund, Inc. and The
Turkish Investment Fund, Inc. (collectively, with the Fund, the "MSAM closed-end
funds"). The Board believes that this arrangement will enhance the ability of
the Directors to deal expeditiously with administrative matters common to the
MSAM closed-end funds, such as evaluating the performance of common service
providers, including MSAM and the administrators, transfer agents, custodians
and accountants of the MSAM closed-end funds.
In connection with the proposed new board arrangements, the Board of
Directors has determined that it would be appropriate to reduce the level of
fees payable by the Fund to its Directors. The Fund currently pays each of its
Directors who is not a director, officer or employee of MSAM or its affiliates
an annual fee of $7,500 plus $750 for each meeting of the Board of Directors or
a committee of the Board attended, plus certain out-of-pocket expenses. The Fund
also pays the Audit Committee Chairman an additional fee of $1,000 per annum
plus an additional $100 for each meeting of the Audit Committee attended.
Aggregate fees and expenses paid or payable to the Board of Directors for the
fiscal year ended December 31, 1994 were $37,000. Effective immediately
following the Meeting, each of the Directors of the Fund who is not a director,
officer or employee of MSAM or its affiliates will receive from the Fund an
annual fee of $4,000 per year, plus out-of-pocket expenses. Each of the members
of the Fund's Audit Committee, which will consist of the Fund's Directors who
are not "interested persons" of the Fund as defined in the Investment Company
Act of 1940, as amended, will receive an additional annual fee of $750 for
serving on such committee.
2
<PAGE> 5
After giving effect to the reduction in the level of fees payable by the
Fund to its Directors, the Fund will pay, on an annual basis, aggregate fees of
$28,500 (including fees payable to members of the Audit Committee), assuming
each of the six nominees named herein who is not a director, officer or employee
of MSAM or its affiliates is elected at the Meeting. At the fee level in effect
prior to the Meeting, the Fund would pay, on an annual basis, aggregate fees of
$73,200 for the same six nominees, assuming each such nominee attended four
quarterly Board meetings and two additional committee meetings. The level of
fees payable by the Fund to its Directors will be reviewed by the Directors
annually.
Each of the Directors who is not an "affiliated person" of MSAM within the
meaning of the Investment Company Act of 1940, as amended, may enter into a
deferred fee arrangement (the "Fee Arrangement") with the Fund, pursuant to
which such Director defers to a later date the receipt of his Director's fees.
The deferred fees owed by the Fund are credited to a bookkeeping account
maintained by the Fund on behalf of such Director and accrue income from and
after the date of credit in an amount equal to the amount that would have been
earned had such fees (and all income earned thereon) been invested and
reinvested either (i) in shares of the Fund or (ii) at a rate equal to the
prevailing rate applicable to 90-day United States Treasury Bills at the
beginning of each calendar quarter for which this rate is in effect, whichever
method is elected by the Director.
Under the Fee Arrangement, deferred Director's fees (including the return
accrued thereon) will become payable in cash upon such Director's resignation
from the Board of Directors in generally equal annual installments over a period
of five years (unless the Fund has agreed to a longer or shorter payment period)
beginning on the first day of the year following the year in which such
Director's resignation occurred. In the event of a Director's death, remaining
amounts payable to him under the Fee Arrangement will thereafter be payable to
his designated beneficiary; in all other events, a Director's right to receive
payments is non-transferable. Under the Fee Arrangement, the Board of Directors
of the Fund, in its sole discretion, has reserved the right, at the request of a
Director or otherwise, to accelerate or extend the payment of amounts in the
deferred fee account at any time after the termination of such Director's
service as a director. In addition, in the event of the liquidation, dissolution
or winding up of the Fund or the distribution of all or substantially all of the
Fund's assets and property to its stockholders (other than in connection with a
reorganization or merger into another Fund advised by MSAM), all unpaid amounts
in the deferred fee account maintained by the Fund will be paid in a lump sum to
the Directors participating in the Fee Arrangement on the effective date
thereof.
Currently, none of the Directors have entered into the Fee Arrangement with
the Fund.
So that each of the nominees named herein could be nominated for election
in the class and for the term indicated above, it was necessary (i) for Messrs.
Peter A. Nadosy, Elliot S. Jaffe and Gerard E. Jones to resign from their
respective classes as Director of the Fund, effective upon the due election and
qualification of their respective successors, and (ii) for Mr. Peter Egon de
Svastich not to seek re-election to the Board. The Fund and the remaining
members of the Board of Directors would like to express their sincerest
appreciation to such Directors for their dedication and service to the Fund.
Pursuant to the Fund's By-Laws, the Board of Directors is divided into
three classes. Each Director holds office until (i) the expiration of his term
and until his successor has been elected
3
<PAGE> 6
and qualified, (ii) his death, (iii) his resignation, (iv) December 31 of the
year in which he reaches seventy-three years of age, or (v) his removal as
provided by statute or the Articles of Incorporation.
The Board of Directors has an Audit Committee. The Audit Committee makes
recommendations to the full Board of Directors with respect to the engagement of
independent accountants and reviews with the independent accountants the plan
and results of the audit engagement and matters having a material effect on the
Fund's financial operations. The members of the Audit Committee are currently
Messrs. de Svastich, Jaffe and Jones, none of whom is an "interested person."
After the Meeting, the Audit Committee will continue to consist of the Directors
of the Fund who are not "interested persons." The Audit Committee met twice
during the fiscal year ended December 31, 1994. The Board of Directors does not
have nominating or compensation committees.
There were four meetings of the Board of Directors held during the fiscal
year ended December 31, 1994. Each Director attended at least seventy-five
percent of the aggregate number of meetings of the Board and of any Committee on
which he served.
Each of the nominees for Director has consented to be named in this Proxy
Statement and to serve as a director if elected. The Board of Directors has 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 Board of Directors may recommend.
Certain information regarding each of the nominees as a Director of the
Fund and the executive officers of the Fund is set forth below:
<TABLE>
<CAPTION>
COMMON
STOCK SHARE
BENEFICIALLY EQUIVALENTS
OWNED OWNED
AS OF UNDER
APRIL DEFERRED
POSITION WITH PRINCIPAL OCCUPATIONS 3, FEE
NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE 1995** ARRANGEMENTS+ PERCENT
- ------------------------------- ------------- -------------------------------- ---- --- --- ---
<S> <C> <C> <C> <C> <C> <C>
Barton M. Biggs*............... -- Chairman and Director of Morgan 62 0 -- ***
1221 Avenue of the Americas Stanley Asset Management Inc.
New York, New York 10020 and Morgan Stanley Asset
Management Limited; Managing
Director of Morgan Stanley &
Co. Incorporated; Director of
Morgan Stanley Group Inc.;
Member of International
Advisory Council of The
Thailand Fund; Director and
officer of various investment
companies managed by Morgan
Stanley Asset Management Inc.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
COMMON
STOCK SHARE
BENEFICIALLY EQUIVALENTS
OWNED OWNED
AS OF UNDER
APRIL DEFERRED
POSITION WITH PRINCIPAL OCCUPATIONS 3, FEE
NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE 1995** ARRANGEMENTS+ PERCENT
- ------------------------------- ------------- -------------------------------- ---- --- --- ---
<S> <C> <C> <C> <C> <C> <C>
Peter J. Chase................. -- Chairman of CGL, Inc.; 62 0 -- ***
821-C San Mateo Principal, Statements;
Santa Fe, New Mexico 87505 Director of The
Malaysia Fund, Inc., The Thai
Fund, Inc. and Morgan Stanley
Asia-Pacific Fund, Inc.;
Member of the Investment
Advisory Council of The
Thailand Fund; Consultant, NGV
Systems, Inc.; Previously
Chairman of CJS, Inc. and
Principal of Sidney A.
Staunton, Inc. and the Yankee
Group.
John W. Croghan................ -- Chairman of Lincoln Capital 64 0 -- ***
200 South Wacker Drive Management Company; Director
Chicago, Illinois 60606 of St. Paul Bancorp, Inc.,
Lindsay Manufacturing Co.,
Morgan Stanley Asia-Pacific
Fund, Inc. and Morgan Stanley
Emerging Markets Fund, Inc.;
Previously a Director of
Blockbuster Entertainment
Corporation.
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
COMMON
STOCK SHARE
BENEFICIALLY EQUIVALENTS
OWNED OWNED
AS OF UNDER
APRIL DEFERRED
POSITION WITH PRINCIPAL OCCUPATIONS 3, FEE
NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE 1995** ARRANGEMENTS+ PERCENT
- ------------------------------- ------------- -------------------------------- ---- --- --- ---
<S> <C> <C> <C> <C> <C> <C>
David B. Gill.................. -- Director of The Thai Fund, Inc., 68 0 -- ***
3042 Cambridge Place, N.W. The Latin American Discovery
Washington, D.C. 20007 Fund, Inc., Morgan Stanley
Emerging Markets Fund, Inc.
and the Mauritius Fund
Limited; Member of the
International Advisory
Committee of Banco Surinvest
S.A.; Member of the
International Advisory Council
of The Thailand Fund;
International Adviser to Crown
Agents for Overseas
Governments and
Administrations; Member of the
Capital Markets Committee of
the Inter-American Investment
Corporation; Member of the
Advisory Counsel of Korea
Development Investment
Corporation; Chairman and
Director of Norinvest Bank;
Member of The International
Advisory Council of Investment
Management Company Chile S.A.;
Previously: Director of
Capital Markets Department of
the International Finance
Corporation; Trustee of
Batterymarch Finance
Management; Chairman and
Director of Equity Fund of
Latin America S.A. and
Commonwealth Equity Fund
Limited; and Director of
Global Securities, Inc.
Graham E. Jones................ -- Senior Vice President of BGK 62 0 -- ***
23 Chestnut Street Properties; Trustee of nine
Boston, Massachusetts 02108 funds managed by Weiss, Peck &
Greer; Trustee of eight funds
managed by Morgan Grenfell
Capital Management
Incorporated; Director of The
Malaysia Fund, Inc., The
Turkish Investment Fund, Inc.,
The Thai Fund, Inc. and The
Pakistan Investment Fund;
Member of the International
Advisory Council of The
Thailand Fund; Previously
Chief Financial Officer of
Practice Management Systems,
Inc.
</TABLE>
6
<PAGE> 9
<TABLE>
<CAPTION>
COMMON
STOCK SHARE
BENEFICIALLY EQUIVALENTS
OWNED OWNED
AS OF UNDER
APRIL DEFERRED
POSITION WITH PRINCIPAL OCCUPATIONS 3, FEE
NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE 1995** ARRANGEMENTS+ PERCENT
- ------------------------------- ------------- -------------------------------- ---- --- --- ---
<S> <C> <C> <C> <C> <C> <C>
John A. Levin*................. -- President of John A. Levin & 56 0 -- ***
One Rockefeller Plaza Co., Inc.; Director of Morgan
New York, New York 10020 Stanley Emerging Markets Debt
Fund, Inc., Morgan Stanley
India Investment Fund, Inc.
and The Pakistan Investment
Fund, Inc.
William G. Morton, Jr.......... -- Chairman and Chief Executive 58 0 -- ***
1 Boston Place Officer of Boston Stock
Boston, Massachusetts 02108 Exchange; Director of Tandy
Corporation; Director of The
Malaysia Fund, Inc., Morgan
Stanley Africa Investment
Fund, Inc., Morgan Stanley
Emerging Markets Debt Fund,
Inc. and Morgan Stanley Global
Opportunity Bond Fund, Inc.
Warren J. Olsen*............... Director and Principal of Morgan Stanley 38 0 0 ***
1221 Avenue of the Americas President Asset Management Inc.; Director
New York, New York 10020 since 1993 and officer of various
investment companies managed
by Morgan Stanley Asset
Management Inc.
Frederick B. Whittemore*....... -- Advisory Director of Morgan 64 0 -- ***
1251 Avenue of the Americas Stanley & Co. Incorporated;
New York, New York 10020 Chairman for the United States
National Committee for Pacific
Economic Cooperation; Director
and officer of various
investment companies managed
by Morgan Stanley Asset
Management Inc.; Previously
Managing Director
of Morgan Stanley & Co.
Incorporated.
James W. Grisham*.............. Vice Principal of Morgan Stanley 53 100 -- ***
1221 Avenue of the Americas President Asset Management Inc.; Officer
New York, New York 10020 since 1993 of various investment
companies managed by Morgan
Stanley Asset Management Inc.
Harold J. Schaaff, Jr.*........ Vice Principal of Morgan Stanley & 34 0 -- ***
1221 Avenue of the Americas President Co. Incorporated; General
New York, New York 10020 since 1993 Counsel and Secretary of
Morgan Stanley Asset
Management Inc.; Officer of
various investment companies
managed by Morgan Stanley
Asset Management Inc.
Joseph P. Stadler*............. Vice Vice President of Morgan Stanley 40 0 -- ***
1221 Avenue of the Americas President Asset Management Inc.; Officer
New York, New York 10020 since 1993 of various investment
companies managed by Morgan
Stanley Asset Management Inc.;
Previously with Price
Waterhouse LLP.
</TABLE>
7
<PAGE> 10
<TABLE>
<CAPTION>
COMMON
STOCK SHARE
BENEFICIALLY EQUIVALENTS
OWNED OWNED
AS OF UNDER
APRIL DEFERRED
POSITION WITH PRINCIPAL OCCUPATIONS 3, FEE
NAME AND ADDRESS THE FUND AND OTHER AFFILIATIONS AGE 1995** ARRANGEMENTS+ PERCENT
- ------------------------------- ------------- -------------------------------- ---- --- --- ---
<S> <C> <C> <C> <C> <C> <C>
Valerie Y. Lewis*.............. Secretary Vice President of Morgan Stanley 39 0 -- ***
1221 Avenue of the Americas since 1993 Asset Management Inc.; Officer
New York, New York 10020 of various investment
companies managed by Morgan
Stanley Asset Management Inc.;
Previously with Citicorp.
Hilary D. Toole*............... Assistant Associated with Morgan Stanley 31 0 -- ***
1221 Avenue of the Americas Secretary Asset Management Inc.; Officer
New York, New York 10020 since 1994 of various investment
companies managed by Morgan
Stanley Asset Management Inc.;
Previously with Womble,
Carlyle, Sandridge & Rice and
Reboul, MacMurray, Hewitt,
Maynard & Kristol.
James R. Rooney*............... Treasurer Assistant Vice President and 36 0 -- ***
73 Tremont Street since 1994 Manager of Fund
Boston, Massachusetts 02108 Administration, Mutual Funds
Service Company; Officer of
various investment companies
managed by Morgan Stanley
Asset Management Inc.;
Previously Assistant Vice
President and Manager of Fund
Compliance and Control,
Scudder Stevens & Clark Inc.
and Audit Manager, Ernst &
Young LLP.
--- --- ---
All Nominees and Executive Officers as a Group................................. 100 0 ***
=== = ===
</TABLE>
- ---------------
* "Interested person" within the meaning of the Investment Company Act of
1940, as amended. Mr. Biggs is a director and officer, and Messrs. Olsen,
Grisham, Schaaff and Stadler and Ms. Lewis are officers of the Manager. Mr.
Whittemore is an Advisory Director of Morgan Stanley & Co. Incorporated, an
affiliate of the Manager and a registered broker-dealer, and he is the owner
of a beneficial interest in the Manager. Ms. Toole is an employee of the
Manager. Mr. Levin is an officer of John A. Levin & Co., Inc., a registered
broker-dealer. Mr. Rooney is an employee of Mutual Funds Service Company, an
affiliate of United States Trust Company of New York, the Fund's
administrator.
** This information has been furnished by each nominee and executive officer.
*** Less than 1%.
+ Indicates share equivalents owned by the nominees who are current Directors
and held in cash accounts by the Fund on behalf of such nominees in
connection with the deferred fee arrangements described above.
Each officer of the Fund will hold such office until a successor has
been duly elected and qualified by the Board of Directors.
8
<PAGE> 11
Set forth below is a chart showing the aggregate compensation paid by the
Fund to each of its Directors, as well as the total compensation paid to each
Director of the Fund by the Fund and by other U.S. registered investment
companies advised by MSAM or its affiliates (collectively, the "Fund Complex"),
for their services as Directors of such investment companies.
<TABLE>
<CAPTION>
TOTAL COMPENSATION NUMBER OF FUNDS
PENSION OR RETIREMENT FROM THE FUND AND IN FUND COMPLEX
AGGREGATE COMPENSATION BENEFITS ACCRUED AS PART FUND COMPLEX PAID FOR WHICH
NAME OF DIRECTOR FROM THE FUND OF THE FUND'S EXPENSES TO DIRECTORS DIRECTOR SERVES
- --------------------- ---------------------- ------------------------ ------------------ ---------------
<S> <C> <C> <C> <C>
Peter A. Nadosy(1) $ 0 None $ 0 2
Warren J.
Olsen(1),(2) 0 None 0 15
Elliot S. Jaffe 9,277.17 None 9,277.17 1
Gerard E. Jones 10,114.13 None 85,584.11 9
Peter Egon de
Svastich 10,977.17 None 40,057.94 4
</TABLE>
- ---------------
(1) Mr. Nadosy is a director and officer of MSAM, and Mr. Olsen is an officer of
MSAM, and therefore are "interested persons" within the meaning of the
Investment Company Act of 1940, as amended. As directors and/or officers of
MSAM, Messrs. Nadosy and Olsen do not receive any compensation from the Fund
or any other U.S. registered investment company in the Fund Complex for
their services as a director of such investment companies.
(2) During 1994, Mr. Olsen resigned as a director from one of the funds in the
Fund Complex, and thus currently serves as a director on fourteen funds in
the Fund Complex.
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Fund's officers and 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 with the Securities and Exchange Commission and the New
York Stock Exchange, Inc. The Fund believes that its officers and directors
complied with all applicable filing requirements for the fiscal year ended
December 31, 1994.
The election of the nominees as directors requires the affirmative vote of
a majority of the votes cast at a meeting at which a quorum is present. Under
the Fund's By-laws, the presence in person or by proxy of stockholders entitled
to cast a majority of the votes entitled to be cast thereat shall constitute a
quorum. For this purpose, abstentions and broker non-votes will be counted in
determining if a quorum is present at the Meeting, but will not be counted as
votes cast at the Meeting.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THE
ELECTION OF THE NINE NOMINEES AS DIRECTORS
SELECTION OF INDEPENDENT ACCOUNTANTS
(PROPOSAL NO. 2)
The Board of Directors of the Fund, including a majority of the Directors
who are not interested persons of the Fund, has selected Price Waterhouse LLP as
independent accountants for the Fund for the fiscal year ending December 31,
1995. 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 will vote for Price Waterhouse LLP. Price Waterhouse LLP acts
as the independent accountants for certain of the other investment companies
advised by
9
<PAGE> 12
MSAM. Although it is not expected that a representative of Price Waterhouse LLP
will attend the Meeting, a representative will be available by telephone to
respond to shareholder questions, if any.
The Board's policy regarding engaging independent accountants' services is
that management may engage the Fund's principal independent accountants to
perform any services normally provided by independent accounting firms, provided
that such services meet any and all of the independence requirements of the
American Institute of Certified Public Accountants and the Securities and
Exchange Commission. In accordance with this policy, the Audit Committee reviews
and approves all services provided by the independent accountants prior to their
being rendered. The Board of Directors also receives a report from its Audit
Committee relating to all services that have been performed by the Fund's
independent accountants.
The ratification of the selection of independent accountants requires the
affirmative vote of a majority of the votes cast at a meeting at which a quorum
is present. For this purpose, abstentions and broker non-votes will be counted
in determining if a quorum is present at the Meeting, but will not be counted as
votes cast at the Meeting.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THIS
PROPOSAL NO. 2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To the knowledge of the Fund's management, the following person owned
beneficially more than 5% of the Fund's outstanding shares at April 30, 1995:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF PERCENT
OWNER BENEFICIAL OWNERSHIP OF CLASS
- --------------------------------- --------------------------------- -------------
<S> <C> <C>
Morgan Stanley Group Inc.*....... 1,581,440 shares, with shared 18.88%
1251 Avenue of the Americas voting power and shared
New York, New York 10020 dispositive power; 64,800 shares,
with shared dispositive power and
no voting power(1)
</TABLE>
- ---------------
* Includes 1,541,440 shares held by Morgan Stanley & Co. Incorporated, which
comprise 17.68% of shares outstanding.
(1) Based on a Schedule 13G filed with the Securities and Exchange Commission on
February 14, 1995.
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 stockholders 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.
10
<PAGE> 13
STOCKHOLDER PROPOSALS
A stockholders' proposal intended to be presented at the Fund's Annual
Meeting of Stockholders in 1996 must be received by the Fund on or before
January 31, 1996, in order to be included in the Fund's proxy statement and form
of proxy relating to that meeting.
VALERIE Y. LEWIS
Secretary
Dated: May 30, 1995
STOCKHOLDERS 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.
11
<PAGE> 14
P MORGAN STANLEY HIGH YIELD FUND, INC.
R
O C/O MORGAN STANLEY ASSET MANAGEMENT INC.
X 1221 AVENUE OF THE AMERICAS
Y NEW YORK, NEW YORK 10020
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints WARREN J. OLSEN, VALERIE
Y. LEWIS and HAROLD J. SCHAAFF, JR., and each of them, as proxies for the
undersigned, with full power of substitution and resubstitution, and hereby
authorizes said proxies, and each of them, to represent and vote, as designated
on the reverse side, all stock of the above Company held of record by the
undersigned on April 3, 1995 at the Annual Meeting of Stockholders to be held on
June 26, 1995, and at any adjournment thereof.
The undersigned hereby revokes any and all proxies with respect to such
stock heretofore given by the undersigned. The undersigned acknowledges receipt
of the Proxy Statement dated May 30, 1995.
(CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE.) ---------------
SEE REVERSE
SIDE
---------------
<PAGE> 15
- ------- PLEASE MARK
X VOTES AS
- ------- IN THIS EXAMPLE
<TABLE>
<S> <C> <C> <C>
FOR WITHHELD Class I Nominees: Peter J. Chase, David B.
1. Election of -------- -------- Gill and Warren J. Olsen
the following Class II Nominees: John W. Croghan,
nominees as Graham E. Jones and
Directors: -------- -------- Frederick B. Whittemore
Class III Nominees: Barton M. Biggs, John A.
Levin and William G.
Morton, Jr.
-------------------------------------------
For all nominees except as noted above
</TABLE>
<TABLE>
<S> <C>
2. Ratification of the selection of Price FOR AGAINST ABSTAIN
Waterhouse LLP as independent -------- -------- --------
accountants.
3. In the discretion of such proxies, upon any -------- -------- --------
and all other business as may properly come
before the meeting or any adjournment
thereof.
MARK HERE FOR ADDRESS ----------
CHANGE AND NOTE AT LEFT
----------
</TABLE>
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 THE ELECTION OF THE THREE CLASS I, THREE CLASS II AND THREE CLASS III
NOMINEES AND IN FAVOR OF PROPOSAL NO. 2. PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN.
SIGNATURE(S) DATE , 1995
------------------------------------------ ----------
When signing as attorney, executor, administrator, trustee, guardian or
custodian, please sign full title as such. If a corporation, please sign full
corporate name by authorized officer and indicate the signer s office. If a
partnership, please sign in partnership name. PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
