<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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THE MORGAN STANLEY HIGH YIELD FUND, INC.
-----------------------------------------------------------------------
(Names of Registrant as Specified in Its Charters)
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 the
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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
THE MORGAN STANLEY HIGH YIELD FUND, INC.
C/O MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of The
Morgan Stanley High Yield Fund, Inc. (the "Fund") will be held on Wednesday,
June 23, 1999 at 11:45 a.m. (New York time), in Conference Room 1 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 three years.
2. To ratify or reject the selection by the Board of Directors of
PricewaterhouseCoopers LLP as independent accountants of the
Fund for the fiscal year ending December 31, 1999.
3. To approve an amendment to the Fund's Articles of
Incorporation to change the name of the Fund to Morgan
Stanley Dean Witter High Yield Fund, Inc.
4. 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 15, 1999
are entitled to notice of, and to vote at, this Meeting or any adjournment
thereof.
STEFANIE V. CHANG
Acting Secretary
Dated: May ____, 1999
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 DEAN WITTER INVESTMENT 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 Wednesday, June 23, 1999 at 11:45 a.m. (New York time), in Conference
Room 1 at the principal executive office of Morgan Stanley Dean Witter
Investment Management Inc. (hereinafter "MSDW Investment Management" or the
"Manager"), 1221 Avenue of the Americas, 22nd Floor, New York, New York 10020.
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 ____, 1999. The
purpose of the Meeting and the matters to be acted upon are set forth in the
accompanying Notice of Annual Meeting of Stockholders.
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 the nominees for Directors, FOR ratification of
PricewaterhouseCoopers LLP as independent accountants of the Fund for the fiscal
year ending December 31, 1999 and FOR approval of the amendment to the Fund's
Articles of Incorporation to change the name of the Fund.
The Board has fixed the close of business on April 15, 1999 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
8,832,863 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
out-of-pocket expenses.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR
ITS FISCAL YEAR ENDED DECEMBER 31, 1998, 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 CHASE GLOBAL FUNDS SERVICES COMPANY, P.O. BOX
2798, BOSTON, MASSACHUSETTS 02208-2798, OR BY CALLING 1-800-221-6726.
Chase Global Funds Services Company is an affiliate of the Fund's
administrator, The Chase Manhattan Bank ("Chase Bank"), and provides
administrative services to the Fund. The business address of Chase Bank and
Chase Global Funds Services Company 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, 2 AND 3 OF THE NOTICE OF ANNUAL MEETING.
<PAGE> 4
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
At the Meeting, three Directors will be elected to hold office for a
term of three years and 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 Michael F. Klein as Class I Directors.
Pursuant to the Fund's By-Laws, the terms of office of the Directors
are staggered. The Board of Directors is divided into three classes, designated
Class I, Class II and Class III, with each class having a term of three years.
Each year the term of one class expires. Class I currently consists of Peter J.
Chase, David B. Gill and Michael F. Klein. Class II currently consists of John
W. Croghan and Graham E. Jones. Class III currently consists of Barton M. Biggs,
John A. Levin and William G. Morton, Jr. Only the Directors in Class I are being
considered for election at this Meeting.
Pursuant to the Fund's By-Laws, each Director holds office until (i)
the expiration of his term and until his successor has been elected 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 Peter J. Chase, David B. Gill and Graham E. Jones, none
of whom is an "interested person," as defined under the Investment Company Act
of 1940, as amended (the "1940 Act"). The Chairman of the Audit Committee is Mr.
Jones. The Audit Committee met two times during the fiscal year ended December
31, 1998. The Board of Directors does not have nominating or compensation
committees or other committees performing similar functions.
There were four meetings of the Board of Directors held during the
fiscal year ended December 31, 1998. For the fiscal year ended December 31,
1998, each current 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 of the Fund 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.
2
<PAGE> 5
Certain information regarding the Directors and officers of the Fund is set
forth below:
<TABLE>
<CAPTION>
COMMON STOCK SHARE
BENEFICIALLY EQUIVALENTS
OWNED AS OF OWNED UNDER
POSITION WITH PRINCIPAL OCCUPATIONS AND OTHER APRIL __, DEFERRED FEE
NAME, ADDRESS AND DATE OF BIRTH THE FUND AFFILIATIONS 1999** ARRANGEMENTS+ PERCENTAGE
- ------------------------------- ------------- ------------------------------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C>
Barton M. Biggs*............. Director and Chairman, Director and Managing 5,000 -- ***
1221 Avenue of the Americas Chairman of Director of Morgan Stanley Dean
New York, New York 10020 the Board Witter Investment Management
11/26/32 since 1995 Inc. and Chairman and Director
of Morgan Stanley Dean Witter
Investment Management Limited;
Managing Director of Morgan
Stanley & Co. Incorporated;
Member of the Yale Development
Board; Director and Chairman of
the Board of various U.S.
registered investment companies
managed by Morgan Stanley Dean
Witter Investment Management
Inc.
Michael F. Klein*............ Director and Principal of Morgan Stanley & -- -- ***
1221 Avenue of the Americas President Co. Incorporated and Morgan
New York, New York 10020 since 1997 Stanley Dean Witter Investment
12/12/58 Management Inc. and previously
a Vice President thereof;
Director and President of
various U.S. registered
investment companies managed by
Morgan Stanley Dean Witter
Investment Management Inc.;
Previously practiced law with
the New York law firm of Rogers
& Wells.
Peter J. Chase............... Director Chairman and Chief Financial 300 -- ***
1441 Paseo De Peralta since 1995 Officer, High Mesa
Santa Fe, New Mexico 87501 Technologies, Inc.; Director of
10/12/32 various U.S. registered
investment companies managed by
Morgan Stanley Dean Witter
Investment Management Inc.
John W. Croghan.............. Director President of Lincoln Partners, 1,000 1,365.5 ***
200 South Wacker Drive since 1995 a partnership of Lincoln
Chicago, Illinois 60606 Capital Management Company;
6/8/30 Director of St. Paul Bancorp,
Inc., Lindsay Manufacturing Co.
and Republic Services; Director
of various U.S. registered
investment companies managed by
Morgan Stanley Dean Witter
Investment Management Inc.;
Previously Director of
Blockbuster Entertainment
Corporation.
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
COMMON STOCK SHARE
BENEFICIALLY EQUIVALENTS
OWNED AS OF OWNED UNDER
POSITION WITH PRINCIPAL OCCUPATIONS AND OTHER APRIL __, DEFERRED FEE
NAME, ADDRESS AND DATE OF BIRTH THE FUND AFFILIATIONS 1999** ARRANGEMENTS+ PERCENTAGE
- ------------------------------- ------------- ------------------------------- ------------ ------------- ----------
<S> <C> <C> <C> <C> <C>
David B. Gill................ Director Director of various U.S. 1,000 1,239.8 ***
26210 Ingleton Circle since 1995 registered investment companies
Easton, Maryland 21601 managed by Morgan Stanley Dean
7/6/26 Witter Investment Management
Inc.; Director of the Mauritius
Fund Limited; Director of
Moneda Chile Fund Limited;
Director of First NIS Regional
Fund SIAC; Director of
Commonwealth Africa Investment
Fund Ltd.; Chairman of the
Advisory Board of Advent Latin
American Private Equity Fund;
Chairman and Director of
Norinvest Bank; Director of
Surinvest International
Limited; Director of National
Registry Company; Director of
South Asia Regional Fund Ltd.;
Director of Creditanstalt
Ukraine; Previously Director of
Capital Markets Department of
the International Finance
Corporation; Trustee,
Batterymarch Finance
Management; Chairman and
Director of Equity Fund of
Latin America S.A.; Director of
Commonwealth Equity Fund
Limited; and Director of Global
Securities, Inc.
Graham E. Jones.............. Director Senior Vice President of BGK 500 -- ***
330 Garfield Street since 1995 Properties; Trustee of various
Suite 200 investment companies managed by
Santa Fe, New Mexico 87501 Weiss, Peck & Greer; Trustee of
1/31/33 various investment companies
managed by Morgan Grenfell
Capital Management
Incorporated; Director of
various U.S. registered
investment companies managed by
Morgan Stanley Dean Witter
Investment Management Inc.;
Trustee of various investment
companies managed by Sun
Capitol Advisers, Inc.;
Previously Chief Financial
Officer of Practice Management
Systems, Inc.
John A. Levin................ Director Chairman and Chief Executive 2,000 1,179.9 ***
One Rockefeller Plaza since 1995 Officer of John A. Levin & Co.,
New York, New York 10020 Inc.; Director of various U.S.
8/20/38 registered investment companies
managed by Morgan Stanley Dean
Witter Investment Management
Inc.; Director, President and
Chief Executive Officer of
Baker Fentress & Company
William G. Morton, Jr........ Director Chairman and Chief Executive 500 -- ***
100 Franklin Street since 1995 Officer of Boston Stock
Boston, Massachusetts 02110 Exchange; Director of Tandy
3/13/37 Corporation; Director of
various U.S. registered
investment companies managed by
Morgan Stanley Dean Witter
Investment Management Inc.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
COMMON STOCK SHARE
BENEFICIALLY EQUIVALENTS
OWNED AS OF OWNED UNDER
POSITION WITH PRINCIPAL OCCUPATIONS AND OTHER APRIL __, DEFERRED FEE
NAME, ADDRESS AND DATE OF BIRTH THE FUND AFFILIATIONS 1999** ARRANGEMENTS+ PERCENTAGE
- ------------------------------- ------------- ------------------------------- ------------ ------------- ----------
<S> <C> <C> <C> <C> <C>
Harold J. Schaaff, Jr.*...... Vice Principal of Morgan Stanley & -- -- ***
1221 Avenue of the Americas President Co. Incorporated and Morgan
New York, New York 10020 since 1993 Stanley Dean Witter Investment
6/10/60 Management Inc.; General
Counsel and Secretary of Morgan
Stanley Dean Witter Investment
Management Inc.; Officer of
various U.S. registered
investment companies managed by
Morgan Stanley Dean Witter
Investment Management Inc.
Joseph P. Stadler*........... Vice Principal of Morgan Stanley & -- -- ***
1221 Avenue of the Americas President Co. Incorporated and Morgan
New York, New York 10020 since 1993 Stanley Dean Witter Investment
6/7/54 Management Inc.; Officer of
various U.S. registered
investment companies managed by
Morgan Stanley Dean Witter
Investment Management Inc.;
Previously with Price
Waterhouse LLP.
Stefanie V. Chang*........... Vice Vice President of Morgan -- -- ***
1221 Avenue of the Americas President Stanley & Co. Incorporated and
New York, New York 10020 since 1997 Morgan Stanley Dean Witter
11/30/66 and Acting Investment Management Inc.;
Secretary Officer of various U.S.
since 1999 registered investment companies
managed by Morgan Stanley Dean
Witter Investment Management
Inc.; Previously practiced law
with the New York law firm of
Rogers & Wells.
Joanna Haigney............... Treasurer Vice President and Manager of -- -- ***
73 Tremont Street since 1997 Fund Administration, Chase
Boston, Massachusetts 02108 Global Funds Services Company;
10/10/66 Officer of various U.S.
registered investment companies
managed by Morgan Stanley Dean
Witter Investment Management
Inc.; Previously with Coopers &
Lybrand LLP.
Belinda Brady................ Assistant Manager, Fund Administration, -- -- ***
73 Tremont Street Treasurer Chase Global Funds Services
Boston, Massachusetts 02108 since 1996 Company; Officer of various
1/23/68 U.S. registered investment
companies managed by Morgan
Stanley Dean Witter Investment
Management Inc.; Previously
with Price Waterhouse LLP.
All Directors and Officers
as a Group................ 10,300 3,785.2 ***
====== ======= ===
</TABLE>
- ----------
* "Interested person" within the meaning of the 1940 Act. Mr. Biggs is
chairman, director and managing director of the Manager, and Messrs.
Klein, Schaaff and Stadler and Ms. Chang are officers of the Manager.
** This information has been furnished by each nominee, director and
officer.
*** Less than 1%.
+ Indicates share equivalents owned by the Directors and held in cash
accounts by the Fund on behalf of the Directors in connection with the
deferred fee arrangements described below.
Each officer of the Fund will hold such office until a successor has
been duly elected and qualified.
The Fund pays each of its Directors who is not a director, officer or
employee of MSDW Investment Management or its affiliates an annual fee of
$4,795, plus out-of-pocket expenses. Each of the members of the
5
<PAGE> 8
Fund's Audit Committee, which consists of the Fund's Directors who are not
"interested persons" of the Fund as defined in the 1940 Act, will receive an
additional fee of $787 for serving on such committee.
Each of the Directors who is not an "affiliated person" of MSDW
Investment Management within the meaning of the 1940 Act may enter into a
deferred fee arrangement (the "Fee Arrangement") with the Fund, pursuant to
which such Director may defer 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 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
MSDW Investment Management), 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.
Set forth below is a table 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 MSDW Investment Management or its affiliates (collectively,
the "Fund Complex") for their services as Directors of such investment companies
for the fiscal year ended December 31, 1998.
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT
BENEFITS NUMBER OF FUNDS
ACCRUED AS TOTAL COMPENSATION IN FUND COMPLEX
AGGREGATE PART OF THE FROM FUND COMPLEX FOR WHICH
COMPENSATION FROM FUND'S PAID TO DIRECTOR
NAME OF DIRECTORS FUND(2)(3) EXPENSES DIRECTORS(2)(4) SERVES(5)
- --------------------------------------- ----------------- ----------- ------------------ ---------------
<S> <C> <C> <C> <C>
Barton M. Biggs(1) .................... $ 0 None $ 0 16
Michael F. Klein(1) ................... 0 None 0 16
Peter J. Chase ........................ 5,582 None 75,753 12
John W. Croghan ....................... 7,243 None 82,029 12
David B. Gill ......................... 7,716 None 89,695 12
Graham E. Jones ....................... 5,582 None 76,753 12
John A. Levin ......................... 6,863 None 89,785 13
William G. Morton, Jr ................. 4,795 None 64,997 12
</TABLE>
6
<PAGE> 9
- ----------
(1) "Interested persons" of the Fund within the meaning of the 1940 Act.
(2) The amounts reflected in this table include amounts payable by the Fund
Complex for services rendered during the fiscal year ended December 31,
1998, regardless of whether such amounts were actually received by the
Directors during such fiscal year.
(3) Mr. Croghan earned $7,243, Mr. Gill earned $7,716 and Mr. Levin earned
$6,863 in deferred compensation from the Fund, pursuant to the deferred
fee arrangements described above, including any capital gains or losses
or interest associated therewith, during the fiscal year ended December
31, 1998. Such amounts are included in these Directors' respective
aggregate compensation from the Fund reported in this table.
(4) Mr. Croghan earned $82,029, Mr. Gill earned $29,893, Mr. Jones earned
$1,000 and Mr. Levin earned $89,785 in deferred compensation from the
Fund Complex, pursuant to the deferred fee arrangements described
above, including any capital gains or losses or interest associated
therewith, during the fiscal year ended December 31, 1998. Such amounts
are included in these Directors' respective compensations from the Fund
Complex reported in this table.
(5) Indicates the total number of boards of directors of investment
companies in the Fund Complex, including the Fund, on which the
Director served at any time during the fiscal year ended December 31,
1998.
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), 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 (the "Commission") and the New York Stock Exchange, Inc. The
Manager assumes responsibility for filing such reports for the Fund's officers
and directors and believes that all required reports under Section 16(a) have
been filed on a timely basis for the Fund's officers and directors.
The election of Messrs. Chase, Gill and Klein 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 whether 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 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 as defined in the 1940
Act, has selected PricewaterhouseCoopers LLP as independent accountants for the
Fund for the fiscal year ending December 31, 1999. 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
PricewaterhouseCoopers LLP. PricewaterhouseCoopers LLP acts as the independent
accountants for certain of the other investment companies advised by MSDW
Investment Management. Although it is not expected that a representative of
PricewaterhouseCoopers LLP will attend the Meeting, a representative will be
available by telephone to respond to stockholder 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
7
<PAGE> 10
counted in determining whether 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.
APPROVAL OF AN AMENDMENT TO THE
FUND'S ARTICLES OF INCORPORATION
(PROPOSAL NO. 3)
The Board of Directors has approved an amendment to the Fund's Articles
of Incorporation to change the name of the Fund to Morgan Stanley Dean Witter
High Yield Fund, Inc. The Board determined that the name change was necessary
and appropriate in light of the merger between Morgan Stanley Group Inc. and
Dean Witter, Discover & Co. effective May 31, 1998.
Approval of the proposed name change will require the affirmative vote
of a majority of the total number of shares of Common Stock of the Fund
outstanding and entitled to vote. For this purpose, abstentions and broker
non-votes will be counted in determining whether a quorum is present at the
Meeting, but will not count towards achieving the required majority vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To the knowledge of the Fund's management, no person owned beneficially
more than 5% of the Fund's outstanding shares at April 15, 1999.
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.
8
<PAGE> 11
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
A stockholders' proposal intended to be presented at the Fund's Annual
Meeting of Stockholders in 2000 must be received by the Fund on or before
January ___, 2000, in order to be included in the Fund's proxy statement and
form of proxy relating to that meeting. Any stockholder who desires to bring a
proposal at the Fund's Annual Meeting of Stockholders in 2000, without including
such proposal in the Fund's proxy statement, must deliver written notice thereof
to the Secretary of the Fund not before March ___, 2000 and not later than April
___, 2000, in the manner and form required by the Fund's Bylaws.
STEFANIE V. CHANG
Acting Secretary
Dated: May ___, 1999
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.
9
<PAGE> 12
PROXY
THE MORGAN STANLEY HIGH YIELD FUND, INC.
C/O MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints MICHAEL F. KLEIN, HAROLD J.
SCHAAFF, JR. and STEFANIE V. CHANG, 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 15, 1999 at the Annual Meeting of Stockholders to be held
on June 23, 1999, 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 ___, 1999.
(CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE)
SEE REVERSE SIDE
<PAGE> 13
[X] Please mark your votes as in this sample.
1. Election of the following nominees as Class I Directors:
FOR WITHHELD
[ ] [ ] Peter J. Chase, David B. Gill and Michael F. Klein
[ ] For all nominees except as noted below
-------------------------------------------------
2. Ratification of the selection of PricewaterhouseCoopers LLP as
independent accountants.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>
3. Approval of an amendment to the Fund's Articles of Incorporation to
change the name of the Fund to Morgan Stanley Dean Witter High Yield
Fund, Inc.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>
4. In the discretion of such proxies, upon any and all other business as
may properly come before the Meeting or any adjournment thereof.
THIS PROXY IF 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 NOMINEES AND IN FAVOR OF PROPOSAL NO. 2
AND PROPOSAL NO. 3.
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY JOINT TENANTS,
EACH JOINT TENANT SHOULD SIGN.
SIGNATURES(S)
-----------------------------------
DATE , 1999
---------------
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.
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]
