Edgar Filing: HIGH YIELD INCOME FUND INC

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. )

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Check the appropriate box:

[_] Preliminary Proxy Statement [_] Soliciting Material Under Rule
[_] Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials

The High Yield Income Fund Inc.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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THE HIGH YIELD INCOME FUND, INC.
GATEWAY CENTER THREE
NEWARK, NEW JERSEY 07102

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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To Our Shareholders:

Notice is hereby given that the 2003 Annual Meeting of Shareholders (the
Meeting) of The High Yield Income Fund, Inc. (the Fund) will be held on December
4, 2003, at 10:00 a.m., Eastern Standard time, at 100 Mulberry Street, Gateway
Center Three, 14th Floor, Newark, New Jersey 07102, for the following purposes:

1. To elect six directors.

2. To approve proposed Charter Amendments.

3. To consider and act upon any other business as may properly come
before the Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on October 10, 2003
as the record date for the determination of shareholders entitled to vote at the
Meeting or any adjournment thereof.

Deborah A. Docs

SECRETARY

Dated: October 31, 2003

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WHETHER OR NOT YOU 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.
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THE HIGH YIELD INCOME FUND, INC.
GATEWAY CENTER THREE
NEWARK, NEW JERSEY 07102

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PROXY STATEMENT

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This Proxy Statement is furnished by the Board of Directors of The High
Yield Income Fund, Inc. (the Fund) in connection with the Fund's solicitation of
proxies for use at the Annual Meeting of Shareholders to be held on December 4,
2003 at 10:00 a.m., Eastern Standard Time, at 100 Mulberry Street, Gateway
Center Three, 14th Floor, Newark, New Jersey 07102, the Fund's principal
executive office. The purpose of the Meeting and the matters to be acted upon
are set forth in the accompanying Notice of Annual Meeting.

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. However, if no instructions are specified, shares
will be voted FOR each proposal. 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 sufficient votes to approve any proposed item are not
received, the Chairman of the Meeting may adjourn the Meeting to permit further
solicitation of proxies. In the event that a meeting is adjourned, the same
procedures will apply at a later meeting date.

Since Proposal No. 1 is to be determined by a plurality of the votes cast,
each "broker non-vote" (that is, a proxy from a broker or nominee indicating
that such person has not received instructions from the beneficial owner or
other person entitled to vote shares on a particular matter with respect to
which the broker or nominee does not have discretionary power) and abstention
will be considered present for purposes of determining the existence of a quorum
for the transaction of business but, not being cast, will have no effect on the
outcome of such matter. Approval of Proposal No. 2 requires the affirmative vote
of a majority of the Fund's outstanding common stock. Approval of Proposal No. 3
requires the affirmative vote of two-thirds of the Fund's outstanding common
stock. As such, abstentions and broker non-votes will effectively act as votes
"against" Proposals No. 2 and 3.

The close of business on October 10, 2003 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at, the
Meeting. On that date, the Fund had 11,522,068 shares of Common Stock
outstanding and entitled to vote. Each share will be entitled to one vote at the
Meeting. It is expected that the Notice of Annual Meeting, Proxy Statement and
accompanying form of proxy will first be mailed to shareholders of record on or
about October 31, 2003. The most recent annual report for the Fund is being
mailed to shareholders together with this Proxy Statement.

As of October 10, 2003, there were no shareholders of record that held more
than 5% of the outstanding shares of the Fund. As of October 10, 2003, the
percentage of shares beneficially owned by any Director or Nominee and by all
Directors and Officers of the Fund as a group, did not exceed 1% of the
outstanding shares of common stock of the Fund.

The expenses of solicitation will be borne by the Fund and will include
reimbursement of brokerage firms and others for expenses in forwarding proxy
solicitation material 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 Wachovia Securities
LLC (Wachovia Securities). In addition, the Board of Directors of the Fund has
authorized management to retain, at their discretion, Georgeson Shareholder
Communications, Inc., a proxy solicitation firm, to assist in the solicitation
of proxies for this Meeting. The cost of solicitation, including specified
expenses, is estimated to be approximately $9,000 and will be borne by the Fund.

Prudential Investments LLC (PI or the Manager), Gateway Center Three,
Newark, New Jersey 07102, serves as the Fund's Manager under a management
agreement dated as of December 15, 1988 (the Management Agreement). Investment
advisory services are provided to the Fund by PI through its affiliate,
Prudential Investment Management, Inc. (PIM or the Subadviser), Prudential
Plaza, Newark, New Jersey 07102, under a Subadvisory Agreement dated December
15, 1988. Both PI and PIM are indirect, wholly owned subsidiaries of Prudential
Financial, Inc. (Prudential). As of June 30, 2003, PI, a wholly owned subsidiary
of Prudential, served as the manager to open-end investment companies, and as
manager or administrator to closed-end investment companies with aggregate
assets of approximately $110.1 billion. The Fund has a Board of Directors which,
in addition to overseeing the actions of the Fund's Manager and Subadviser,
decides upon matters of general policy.

ELECTION OF DIRECTORS
(PROPOSAL NO. 1)

The Fund's Articles of Incorporation provide that the Board of Directors
will be divided into three classes of Directors, as nearly equal in number as
possible. Each Class serves for three years with one class being elected each
year. Each year the term of office of one class will expire. The Board of
Directors is currently comprised of twelve Directors apportioned among the
classes as indicated below:

Class I - Messrs. LaBlanc, McCorkindale, Odenath and Weil

Class II - Ms. Gold, Ms. Smith and Messrs. Gunia and Mooney

Class III - Ms. Rice and Messrs. Munn, Redeker
and Stoneburn.

Messrs. Gunia, Munn and Redeker and Ms. Rice have previously been elected
by shareholders.

Ms. Teeters, who was previously a member of Class I, resigned her Board
seat effective as of April 23, 2003. Ms. Gold and Messrs. Mooney, Weil and
Odenath have expressed their intention to resign effective as of the Meeting
date. On May 27, 2003, the Board appointed Robert E. LaBlanc and Douglas H.
McCorkindale to serve as Class I Directors, Robin B. Smith to serve as a Class
II Director and Stephen Stoneburn to serve as a Class III Director, each to be
submitted for approval by Shareholders. In addition, the Board has nominated
David E.A. Carson to become a Class I Director and Clay T. Whitehead to become a
Class II Director, for election by shareholders at the Meeting.

These changes are part of a larger effort among the Prudential retail
mutual fund complex to elect a common Board for each retail Fund in the complex,
consisting of the same or similar set of persons. The Fund's current Directors
believe that creating a common retail Fund Board is in the best interests of the
Fund. The principal reasons are:

o to bring additional experience and diversity of viewpoints to the Board;

o to bring the benefit of experience derived from service on the boards of
the other Prudential mutual funds;

o to promote continuity on the Board; and

o to achieve efficiencies and coordination in operation, supervision and
oversight of the Funds which may be derived from having the same
individuals serve on the Board of each of the Prudential retail mutual
funds.

Pertinent information about each nominee is set forth below.

At each Annual Meeting, Directors will be elected to hold office until the
earlier to occur of (i) the next meeting of shareholders at which Directors of
that Class are elected and their successors are elected and qualified or (ii)
the expiration of their terms in accordance with the Fund's retirement policy or
(iii) until they resign or are removed as permitted by law. The Fund's
retirement policy generally calls for the retirement of Directors on December 31
of the year in which they reach the age of 75.

BOARD NOMINEES FOR ELECTION AT THE MEETING

At the Meeting, shareholders will be asked to vote on the election of the
nominees listed below, to serve in the Classes and for the terms indicated and
until their successors have been elected and qualified:

CLASS I NOMINEES (to serve until 2006):
David E. A. Carson
Robert E. La Blanc
Douglas H. McCorkindale

CLASS II NOMINEES (to serve until 2004):
Robin B. Smith
Clay T. Whitehead

CLASS III NOMINEE (to serve until 2005):
Stephen Stoneburn

It is the intention of the persons named in the enclosed proxy to vote in
favor of the election of each of the nominees listed above, and each such
nominee has consented to be named in the Proxy Statement and to serve as
Director if elected. The Directors have 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 Directors may recommend.

CONTINUING DIRECTORS

Since they have already been elected by shareholders, the following
Directors will continue their service past the Meeting:

Class II: Mr. Gunia, whose term expires in 2004.

Class III: Ms. Rice and Messrs. Munn and Redeker, whose terms expire in
2005.

MANAGEMENT OF THE FUND

Information pertaining to the Directors of the Fund and Nominees is set
forth below. Directors who are not deemed to be "interested persons" of the
Fund, as defined in the Investment Company Act of 1940, as amended (the
Investment Company Act or the 1940 Act) are referred to as "Independent
Directors". Directors who are deemed to be "interested persons" of the Fund are
referred to as "Interested Directors". "Fund Complex" consists of the Fund and
any other investment companies managed by PI. None of the Nominees is related to
another. None of the Fund's Independent Directors nor persons nominated to
become Independent Directors owns shares of Prudential or its affiliates.

DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

NUMBER OF
PORTFOLIOS IN
FUND COMPLEX+ OTHER
TERM OF OVERSEEN BY DIRECTORSHIPS**
POSITION(S) OFFICE AND DIRECTOR OR HELD BY DIRECTOR OR
NAME, ADDRESS* HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) NOMINEE FOR NOMINEE
AND AGE THE FUND TIME SERVED DURING PAST FIVE YEARS DIRECTOR FOR DIRECTOR
-------------------- ------------ ------------ --------------------------- ------------- ---------------------------

David E. A. Carson None -- Director (January 2000 99 Director of United
(69) Board to May 2000), Chairman Illuminating and UIL
Nominee (January 1999 to Holdings (utility company)
Class I*** December 1999), Chairman since May 1993.
and Chief Executive
Officer (January 1998 to
December 1998) and
President, Chairman
and Chief Executive
Officer (1983-1997) of
People's Bank.

Robert E. La Blanc Currently, -- President (since 1981) 119 Director of Storage
(69) Class I of Robert E. La Blanc Technology Corporation
Director, also Associates, Inc. (since 1979) (technology);
Board (telecommunications); Chartered Semiconductor
Nominee formerly General Partner Manufacturing, Ltd. (since
Class I*** at Salomon Brothers and 1998) Titan Corporation
Vice-Chairman of (electronics) (since 1995);
Continental Telecom; Computer Associates
Trustee of Manhattan International, Inc.
College. (since 2002) (software
company); FiberNet Telecom
Group, Inc. (since 2003)
(telecom company); Director
(since April 1999) of The
High Yield Plus Fund, Inc.

Douglas H. Currently, -- Chairman (since February 101 Director of Gannett Co.,
McCorkindale Class I 2001), Chief Executive Inc., Director of
(64) Director, also Officer (since June Continental Airlines, Inc.
Board 2000) and President (since May 1993); Director
Nominee (since September 1997) of Lockheed Martin Corp.
Class I*** of Gannett Co. Inc. (aerospace and defense)
(publishing and media); (since May 2001); Director
formerly Vice Chairman of the High Yield Plus
(March 1984-May 2000) of Fund, Inc. (since 1996).
Gannett Co. Inc.

Stephen P. Munn Director Since 1999 Chairman of the Board 107 Chairman of the Board
(60) Class III*** (since 1994) and (since January 1994) and
formerly Chief Executive Director (since 1988) of
Officer (1988-2001) and Carlisle Companies
President of Carlisle Incorporated (manufacturer
Companies Incorporated. of industrial products);
Director of Gannett Co.,
Inc. (publishing and media).

Richard A. Redeker Director Since 1993 Management Consultant; 102
(60) Class III*** formerly employee of
Prudential Investments
(October 1996-December
1998); Director of
Invesmart, Inc. (since
2001) and Director of
Penn Tank Lines, Inc.
(since 1999).

Robin B. Smith (64) Currently, -- Chairman of the Board 109 Director of BellSouth
Class II (since January 2003) of Corporation (since 1992).
Director, also Publishers Clearing
Board House (direct
Nominee marketing); formerly
Class II*** Chairman and Chief
Executive Officer
(August 1996-January
2003) of Publishers
Clearing House.

Stephen Stoneburn Currently, -- President and Chief 107 --
(60) Class III Executive Officer (since
Director, also June 1996) of Quadrant
Board Media Corp. (a
Nominee publishing company);
Class III*** formerly President (June
1995-June 1996) of Argus
Integrated Media, Inc.;
Senior Vice President
and Managing Director
(January 1993-1995) of
Cowles Business Media
and Senior Vice
President of Fairchild
Publications, Inc.
(1975-1989).

Clay T. Whitehead None -- President (since 1983) 106 Director (since 2000)
(64) Board of National Exchange of The High Yield
Nominee Inc. (new business Plus Fund, Inc.
Class II*** development firm).

INTERESTED DIRECTORS

Judy A. Rice (55)++ President Director President, Chief Executive 109 --
and since 2000. Officer, Chief Operating
Director President Officer and Officer-In-Charge
Class III*** since 2003. (since 2003) of PI; Director,
Officer-in-Charge, President,
Chief Executive Officer and
Chief Operating Officer
(since May 2003) of American
Skandia AdvisoryServices,
Inc. and American Skandia
Investment Services, Inc.;
Director, Officer-in-Charge,
President, Chief Executive
Officer (since May 2003) of
American Skandia Fund
Services, Inc.; formerly
various positions to Senior
Vice President (1992-1999) of
Prudential Securities; and
various positions to Managing
Director (1975-1992) of
Salomon Smith Barney; Member
of Board of Governors of the
Money Management Institute.

Robert F. Gunia Vice Since Chief Administrative Officer 189 Vice President and Director
(56)++ President 1996 (since June 1999) of PI; (since May 1989) and
and Executive Vice President and Treasurer (since 1999) of
Director Treasurer (since January The Asia Pacific Fund, Inc.
Class II*** 1996 1996) of PI; President (since
April 1999) of PIMS;
Corporate Vice President
(since September 1997) of The
Prudential Insurance Company
of America (Prudential);
Director, Executive Vice
President and Chief
Administrative Officer (since
May 2003) of American Skandia
Investment Services, Inc,
American Skandia Advisory
Services, Inc. and American
Skandia Fund Services, Inc.;
formerly Senior Vice
President (March 1987-
May 1999) of Prudential
Securities Incorporated
(PSI).

* Unless otherwise indicated, the address of each Director or nominee is c/o
Prudential Investments LLC (PI), Gateway Center Three, 100 Mulberry Street,
Newark, NJ 07102.

** This column includes only directorships of companies required to register,
or file reports with the Securities and Exchange Commission (the SEC) under
the Securities Exchange Act of 1934 (that is, "public companies") or other
investment companies registered under the 1940 Act.

*** The Fund's Articles of Incorporation and Amended and Restated Bylaws
provide that the Board of Directors is divided into three classes of
Directors, as nearly equal in number as possible. Class Director serves for
a term of three years, with one class being elected each year. In addition,
the Board of Directors has adopted a retirement policy which calls for the
retirement of each Director on December 31 of the year in which the
Director reaches the age of 75. The table shows the number of years in
which each Director has served as a Director or officer.

+ The Fund Complex consists of all investment companies managed by PI. The
Funds for which PI serves as manager include The JennisonDryden Mutual
Funds, Strategic Partners Funds, American Skandia Advisor Funds, Inc., The
Prudential Variable Contract Accounts 2, 10, 11, The Target Portfolio
Trust, The Prudential Series Fund, Inc., American Skandia Trust, and
Prudential's Gibraltar Fund.

++ Ms. Rice and Mr. Gunia are each deemed to be an "Interested Director"
because they are officers of the Fund.

COMPENSATION

Pursuant to the Management Agreement with the Fund, the Manager pays all
compensation of officers and employees of the Fund as well as the fees and
expenses of all Interested Directors of the Fund.

Currently, each Independent Director who serves on the Board of the Fund is
paid annual fees as set forth below for his or her service on the Board of the
Fund. The Directors of the Fund are currently paid a fee of $1,000 per meeting.
In addition, an Independent Director who serves on the Executive Committee is
paid by the Funds in the retail fund cluster an annual aggregate fee of $10,000
and an Independent Director who chairs the Executive Committee is paid an annual
aggregate fee of $18,000. An Independent Director who serves on the Audit
Committee is paid on annual aggregate fee of $14,000 and an Independent Director
who chairs the Audit Committee is paid an annual aggregate fee of $20,000. An
Independent Director who serves on the Nominating Committee is paid an annual
aggregate fee of $5,000 and an Independent Director who chairs the Nominating
Committee is paid an annual aggregate fee of $7,000. Interested Directors will
continue to receive no compensation from any Fund. Board Members will continue
to be reimbursed for any expenses incurred in attending meetings and for other
incidental expenses. Board fees are reviewed periodically by the Fund's Board.

Independent Directors may defer receipt of their Directors' fees pursuant
to a deferred fee agreement with the Fund. Under the terms of such agreement,
the Fund accrues deferred Directors' fees daily which, in turn, accrues interest
at a rate equivalent to the prevailing rate of 90-day U.S. Treasury bills at the
beginning of each calendar quarter or, at the daily rate of return of any Fund
in the Complex chosen by the Director. The Fund's obligation to make payments of
deferred Directors' fees, together with interest thereon, is a general
obligation of the Fund.

The Fund has no retirement or pension plan for its Directors.

The following table sets forth the aggregate compensation paid by the Fund
for the fiscal year ended August 31, 2003 to the Independent Directors. The
table also shows aggregate compensation paid to those Directors for service on
the Fund's Board and the Board of any other investment company in the Fund
Complex, for the calendar year ended December 31, 2002.

COMPENSATION PAID TO INDEPENDENT DIRECTORS

PENSION OR TOTAL 2002
RETIREMENT COMPENSATION FROM
AGGREGATE BENEFITS ACCRUED FUND AND FUND
COMPENSATION AS PART OF FUND COMPLEX PAID TO
NAME OF INDEPENDENT DIRECTOR, POSITION(1) FROM FUND EXPENSES INDEPENDENT DIRECTORS
----------------------------------------- ------------ ---------------- ---------------------

Delayne Dedrick Gold--Director ............ $1,754 None $186,250 (36/88)(2)
Thomas T. Mooney--Director ................ $1,768 None $201,250 (29/97)(2)
Stephen P. Munn--Director ................. $1,754 None $118,000 (23/72)(2)
Richard A. Redeker--Director .............. $1,750 None $120,500 (23/72)(2)
Nancy H. Teeters .......................... $1,750 None $123,000 (24/71)(2)
Louis A. Weil, III--Director .............. $1,750 None $113,000 (23/72)(2)

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(1) Interested Directors do not receive any compensation from the Fund or any
fund in the Fund Complex and therefore are not shown in the Compensation
Table.

(2) Indicates number of funds/portfolios in Fund Complex (including the Fund)
to which aggregate compensation relates.

If elected, the directors will hold office generally without limit except
that (a) any director may resign; (b) any director may be removed, but only for
cause and only by the holders of at least 80% of the combined voting power of
all classes of shares of capital stock entitled to be voted generally for the
election for Directors; and (c) the Fund's retirement policy generally calls for
the retirement of Directors on December 31 of the year in which they reach the
age of 75. In the event of a vacancy on the Board, the remaining directors will
fill such vacancy by appointing another director, so long as immediately after
such appointment, at least two-thirds of the directors have been elected by
shareholders.

The following tables set forth the dollar range of equity securities in the
Fund beneficially owned by each Director or Nominee, and, on an aggregate basis,
in all registered investment companies overseen by that Director of Nominee in
the Fund Complex as of August 31, 2003.

SHARE OWNERSHIP TABLE--INDEPENDENT DIRECTORS AND NOMINEES

AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
DOLLAR RANGE ALL FUNDS OVERSEEN
OF EQUITY (OR TO BE OVERSEEN)
SECURITIES IN BY DIRECTOR OR NOMINEE IN
NAME OF DIRECTOR FUND FUND COMPLEX
------------------- ------------- -------------------------
David E. A. Carson ................. None None
Delayne Dedrick Gold ............... None $10,001 - $50,000
Robert E. La Blanc ................. None Over $100,000
Douglas H. McCorkindale ............ None Over $100,000
Thomas T. Mooney ................... None None
Stephen P. Munn .................... None Over $100,000
Richard A. Redeker ................. None Over $100,000
Robin B. Smith ..................... None Over $100,000
Stephen Stoneburn .................. None Over $100,000
Louis A. Weil, III ................. None None
Clay T. Whitehead .................. None Over $100,000

SHARE OWNERSHIP TABLE--INTERESTED DIRECTORS

AGGREGATE DOLLAR RANGE
DOLLAR RANGE OF EQUITY SECURITIES IN
OF EQUITY ALL FUNDS OVERSEEN
SECURITIES IN BY DIRECTOR IN
NAME OF DIRECTOR FUND FUND COMPLEX
------------------- ------------- -------------------------

David R.Odenath, Jr. ............... None None
Judy A. Rice ....................... None Over $100,000
Robert F. Gunia .................... None Over $100,000

The following table sets forth information regarding each class of
securities owned beneficially or of record by each Independent Director or
Nominee, and his/her immediate family members, in an investment adviser or
principal underwriter of the Fund or a person (other than a registered
investment company) directly or indirectly "controlling," "controlled by," or
"under common control with" (within the meaning of the 1940 Act) an investment
adviser or principal underwriter of the Fund as of June 30, 2003.

NAME OF
OWNERS AND TITLE PERCENT
RELATIONSHIPS OF VALUE OF OF
NAME OF DIRECTOR OR NOMINEE TO FUND COMPANY CLASS SECURITIES CLASS
--------------------------- ------------- ------- ----- ---------- -----
David E. A. Carson ........... -- -- -- -- --
Delayne Dedrick Gold ......... -- -- -- -- --
Robert F. Gunia ..............
Robert E. La Blanc ........... -- -- -- -- --
Douglas H. McCorkindale ...... -- -- -- -- --
Thomas T. Mooney ............. -- -- -- -- --
Stephen P. Munn .............. -- -- -- -- --
David R. Odenath, Jr. ........
Richard A. Redeker ........... -- -- -- -- --
Judy A. Rice .................
Robin B. Smith ............... -- -- -- -- --
Stephen Stoneburn ............ -- -- -- -- --
Louis A. Weil, III ........... -- -- -- -- --
Clay T. Whitehead ............ -- -- -- -- --

STANDING BOARD COMMITTEES

There were four regularly scheduled meetings and two special telephone
meetings of the Fund's Board Directors for the fiscal year ended August 31,
2003. The Board of Directors has established two standing Committees in
connection with the governance of the Fund--Audit and Nominating. For the fiscal
year ended August 31, 2003, each of the incumbent Directors other than Mr. Mann
attended 75% or more of the total number of meetings of Board of Directors and
all Committees of which he or she was a member.

The Audit Committee consists of all of the independent directors. The
Fund's Board of Directors has adopted a written charter for the Audit Committee.
The responsibilities of the Audit Committee are to assist the Board of Directors
in overseeing the Fund's independent auditors, accounting policies and
procedures, and other areas relating to the Fund's accounting, auditing and
control processes. The function of the Audit Committee and the Board of
Directors is oversight. Management of the Fund is responsible for the
preparation, presentation and integrity of the Fund's financial statements.
Management of the Fund is responsible for maintaining appropriate accounting and
financial reporting principles and policies and internal controls and procedures
that provide compliance with accounting standards and applicable laws and
regulations. The independent auditors are responsible for planning and carrying
out a proper audit of the Fund's annual financial statements in accordance with
generally accepted accounting standards. The independent auditors are
accountable to the Board of Directors and Audit Committee, as representatives of
the shareholders. The Board of Directors has the ultimate authority and
responsibility to retain and terminate the Fund's independent auditors (subject,
if applicable, to shareholder ratification). The Audit Committee met seven times
during the fiscal year ended August 31, 2003.

The Nominating Committee consists of all of the Independent Directors. This
Committee interviews and recommends to the Board persons to be nominated for
election as Directors by the Fund's shareholders and selects and proposes
nominees for election by the Board between annual meetings. This Committee does
not normally consider candidates proposed by shareholders for election as
Directors. The Nominating Committee also reviews the independence of Directors
currently serving on the Board and recommends to the Board Independent Directors

to be selected for membership on Board Committees. The Nominating Committee
reviews each Director's investment in the Fund, matters relating to Director
compensation and expenses and compliance with the Fund's retirement policy. The
Nominating Committee met three times during the fiscal year ended August 31,
2003.

The members of the Audit Committee and Nominating Committee are Delayne
Dedrick Gold, Robert E. La Blanc, Douglas H. McCorkindale, Thomas T. Mooney,
Stephen P. Munn, Richard A. Redeker, Robin B. Smith, Stephen Stoneburn and Louis
A. Weil III. In addition to the two standing Committees of the Fund, the Board
of Directors has also approved Director participation in an Executive Committee
designed to coordinate the governance of all of the mutual funds in the
Prudential mutual fund complex. The role of the Executive Committee is solely
advisory and consultative, without derogation of any of the duties or
responsibilities of the Board of Directors. The responsibilities of the
Executive Committee include: facilitating communication and coordination between
the Independent Directors and fund management on issues that affect more than
one fund; serving as a liaison between the Boards of Trustees/Directors of funds
and fund management; developing, in consultation with outside counsel and
management, draft agendas for Board Meetings; reviewing and recommending changes
to Board practices generally and monitoring and supervising the performance of
legal counsel to the funds generally and the Independent Directors.

In accordance with Independence Standards Board No. 1,
PricewaterhouseCoopers LLP (PwC), the Fund's independent auditors for the fiscal
year ended August 31, 2003, has confirmed to the Audit Committee that they are
independent with respect to the Fund. PwC has confirmed the following
information:

o AUDIT FEES: The aggregate fees billed by PwC for professional services
rendered for the audit of the Fund's annual financial statements for the
fiscal year ended August 31, 2003 was $30,000.

o FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES: PwC billed
no fees for professional services rendered to the Fund for information
technology services relating to financial information systems design and
implementation for the Fund's most recent fiscal year. Similarly, PwC
billed no fees for professional services rendered to the Fund's
investment adviser and any entities controlling, controlled by or under
common control with the Fund's investment adviser that provide services
to the Fund for information technology services relating to financial
information systems design and implementation for the calendar year
ended December 31, 2002.

o ALL OTHER FEES: The aggregate fees billed by PwC for services rendered
to the Fund, Fund's investment adviser and any entity controlling,
controlled by or under common control with the Fund's investment adviser
that provides services to the Fund, amounted to approximately $669,150
for the calendar year ended August 31, 2003.

The Audit Committee of the Fund has considered whether the services
described above are compatible with PwC's independence.

Representatives of PwC are not expected to be present at the meeting, will
not have an opportunity to make a statement and are not expected to be available
to respond to questions.

The report of the Audit Committee, dated October 24, 2003, is attached to
this proxy statement as Appendix A.

The executive officers of the Fund, other than as shown above, are: Deborah
A. Docs, Secretary, having held such office since February 1999 and the office
of Assistant Secretary from February 1997 through February 1999, Marguerite E.H.
Morrison, Chief Legal Officer (since May 2003), and Assistant Secretary, (since
May 2002) and Grace C. Torres, Treasurer and Principal Financial and Accounting
Officer, having held such office since February 1997. Ms. Docs is 45 years old
and is a Vice President and Corporate Counsel (since January 2001) of
Prudential, Vice President and Assistant Secretary (since December 1996) of PI,
Vice President and Assistant Secretary (since May 2003) of American Skandia
Investment Services, Inc. Ms. Morrison is 47 years old and is Vice President and
Chief Legal Officer--Mutual Funds and Unit Investment Trusts (since August 2000)
of Prudential; Senior Vice President and Secretary (since April 2003) of PI;
Senior Vice President and Secretary (since May 2003) of American Skandia
Investment Services, Inc., American Skandia Advisory Services, Inc. and American
Skandia

Fund Services, Inc.; Vice President and Assistant Secretary of PIMS (since
October 2001); previously Senior Vice President and Assistant Secretary
(February 2001-April 2003) of PI; Vice President and Associate General Counsel
(December 1996-February 2001) of PI and Vice President and Associate General
Counsel (September 1987-September 1996) of Prudential Securities. Ms. Torres is
44 years old and is Senior Vice President (since January 2000) of PI; Senior
Vice President and Assistant Treasurer (since May 2003) of American Skandia
Investment Services, Inc. and American Skandia Advisory Services, Inc.; formerly
First Vice President (December 1996-January 2000) of PI and First Vice President
(March 1993-1999) of Prudential Securities. The executive officers of the Fund
are elected annually by the Board of Directors at their meeting following the
Annual Meeting of Shareholders.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of
the Securities Exchange Act of 1934, as amended (the Exchange Act), requires the
officers and directors of the Fund and persons who own more than ten percent 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. 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 or prior fiscal years.

REQUIRED VOTE

Directors must be elected by a vote of a plurality of the votes cast at the
meeting in person or by proxy and entitled to vote thereupon.

THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" EACH OF
THE NOMINEES INDICATED IN PROPOSAL NO. 1.

TO APPROVE AMENDMENTS TO THE FUND'S ARTICLES OF INCORPORATION

(PROPOSALS NO. 2(a) and (b) AND PROPOSALS NO. 3(a) and (b))

BACKGROUND

The Board of Directors has approved, submits for shareholder approval, and
recommends that shareholders approve, amendments (collectively, the Charter
Amendments) to the Fund's Articles of Incorporation, as amended and supplemented
through the date hereof (the Charter). The Board believes that approval of the
Charter Amendments is in the best interests of the Fund and its shareholders,
and recommends that shareholders approve the Charter Amendments described below.

PROPOSAL NO. 2

2(a) BOARD AUTHORITY TO CLASSIFY AND RECLASSIFY, AND INCREASE OR DECREASE,
THE FUND'S AUTHORIZED STOCK

EXISTING PROVISION. Article FIFTH of the Charter describes the Fund's authorized
capital stock.

PROPOSED AMENDMENT. Article FIFTH would be amended by adding the following new
paragraph:

"(3) THE BOARD OF DIRECTORS MAY CLASSIFY AND RECLASSIFY ANY UNISSUED SHARES
OF CAPITAL STOCK (WHETHER OR NOT SUCH SHARES HAVE BEEN PREVIOUSLY
CLASSIFIED OR RECLASSIFIED) FROM TIME TO TIME BY SETTING OR CHANGING IN ANY
ONE OR MORE RESPECTS THE CLASS AND SERIES DESIGNATIONS OR SETTING OR
CHANGING IN ANY ONE OR MORE RESPECTS THE PREFERENCES, CONVERSION OR OTHER
RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS,
QUALIFICATIONS, OR TERMS OR CONDITIONS OF REDEMPTION OF SUCH SHARES OF
CAPITAL STOCK. A MAJORITY OF THE ENTIRE BOARD OF DIRECTORS, WITHOUT ACTION
BY THE STOCKHOLDERS, MAY AMEND THE CHARTER TO INCREASE OR DECREASE THE
AGGREGATE NUMBER OF SHARES OF STOCK OR THE NUMBER OF SHARES OF STOCK OF ANY
CLASS OR SERIES THAT THE CORPORATION HAS AUTHORITY TO ISSUE."

MATERIAL EFFECTS AND PURPOSE OF THE PROPOSED AMENDMENT.

(1) Pursuant to the amendment, and to the extent permitted by the 1940
Act, our Board of Directors will have the authority to increase or
decrease the number of authorized shares of capital stock, without
further action by the shareholders. In addition, the amendment permits
our Board of Directors, without shareholder approval, to the extent
permitted by the 1940 Act, to authorize and issue shares of capital
stock in one or more additional classes or series, including preferred
stock, and to fix the relative designations, and terms, including
dividend or interest rates, conversion prices, voting rights,
redemption prices, maturity dates, powers, preferences and privileges
of the additional classes or series of capital stock, and similar
matters, any or all of which may be greater than the rights of the
common stock. Our Board of Directors will be able to authorize and
issue additional classes or series of capital stock with voting,
conversion or other rights that could adversely affect the voting
power and other rights of the holders of common stock, including the
right to override the vote of holders of common stock. Additional
classes or series of capital stock could thus be authornized and
issued quickly with terms that could delay or prevent a change in
control of us or make removal of our management more difficult. The
cost of issuance of shares of additional classes and series of common
stock may be borne by holders of common stock. Additionally, the
issuance of additional classes or series of capital stock may decrease
the market price of our common stock and may adversely affect the
voting and other rights of the holders of our common stock. We have no
present plans to increase our authorized capital stock or to establish
and issue any classes or series of capital beyond common stock. The
Board of Directors will retain the right it now has to issue any
shares of capital stock authorized without further action by
shareholders.

(2) We believe that this Charter Amendment is in the best interest of the
Fund and its shareholders because it will permit the Board to attend
to administrative matters such as creating new classes or series of
stock, or increasing or decreasing the total number of shares of any
class or series, without requiring the Fund to devote the time to, and
incur the expense of, calling a shareholder meeting.

2(b) SUPERMAJORITY VOTING PROVISIONS

EXISTING PROVISION. Maryland law generally requires approval of two-thirds of
the outstanding voting shares of a corporation to conduct certain extraordinary
events, such as certain types of charter amendments, mergers, dissolution, share
exchanges, consolidations and asset transfers. However, Maryland law permits a
corporation to include in its charter a provision which reduces the vote
required for such extraordinary events. The Fund's Charter

does not currently contain such a provision, except with respect to charter
amendments, which are discussed in Proposal No. 3. PROPOSED AMENDMENT. Article
FIFTH would be amended by adding the following new paragraph:

"(4) NOTWITHSTANDING ANY PROVISION OF LAW REQUIRING THE AUTHORIZATION OF
ANY ACTION BY A GREATER PROPORTION THAN A MAJORITY OF THE TOTAL NUMBER OF
SHARES OF ALL CLASSES AND SERIES OF CAPITAL STOCK OF THE CORPORATION OR OF
THE TOTAL NUMBER OF SHARES OF ANY CLASS OR SERIES OF CAPITAL STOCK OF THE
CORPORATION ENTITLED TO VOTE AS A SEPARATE CLASS, SUCH ACTION SHALL BE
VALID AND EFFECTIVE IF AUTHORIZED BY THE AFFIRMATIVE VOTE OF THE HOLDERS OF
A MAJORITY OF THE TOTAL NUMBER OF SHARES OF ALL CLASSES AND SERIES
OUTSTANDING AND ENTITLED TO VOTE THEREON, OR OF THE CLASS OR SERIES
ENTITLED TO VOTE THEREON AS A SEPARATE CLASS, AS THE CASE MAY BE, EXCEPT AS
OTHERWISE PROVIDED IN THE CHARTER OF THE CORPORATION."

MATERIAL EFFECT AND PURPOSE OF THE PROPOSED AMENDMENT. This Charter Amendment
would permit the Fund to enter into certain extraordinary transactions upon the
approval of a majority of the outstanding voting shares. We believe this is in
the best interest of the Fund because we believe that requiring a two-thirds
vote for such events could permit a small number of shareholders, by withholding
necessary votes, to essentially veto transactions which might be advantageous to
the Fund and its shareholders as a whole. The Fund has no plan to enter into any
extraordinary transactions at the present time. Please note that the following
existing Charter provisions (contained in Articles Sixth, Eighth, Ninth and
Tenth, respectively) which specifically set a higher voting requirement would
NOT be changed by this Charter Amendment: removal of any Director, or the entire
Board, from office; conversion of the Fund from a closed-end company to an
open-end Company; protections that are built into the Charter in respect of
transactions with insiders; and the ability to amend Charter provisions relating
to the preceding matters.

REQUIRED VOTE

Approval of each of Proposals No. 2(a) and (b) requires the affirmative
vote of a majority of the Fund's outstanding common stock.

THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" PROPOSALS NO.
2(a) and (b).

PROPOSAL NO. 3

3(a) NUMBER OF DIRECTORS

EXISTING PROVISION. Article SIXTH of the Charter describes the size,
classification, and filling of vacancies of the Board, and the tenure and
removal of Directors.

PROPOSED AMENDMENT. Article SIXTH would be amended by adding the following as
the second sentence:

"THE NUMBER OF DIRECTORS OF THE CORPORATION MAY BE INCREASED OR DECREASED
PURSUANT TO THE BYLAWS OF THE CORPORATION."

MATERIAL EFFECT AND PURPOSE OF THE PROPOSED AMENDMENT. The Fund's current Bylaws
permit the Board to set the number of Directors at no fewer than three and no
more than 20, provided that a change in the size of the Board cannot affect the
tenure of any incumbent. Although we believe that the Board currently has the
power under Maryland law to change the number of Directors, we believe it is in
the best interest of the Fund to remove any potential uncertainty regarding this
power. If the proposed amendment is adopted, the Fund will continue to divide
the Board of Directors into three classes, as nearly equal in number as
possible.

3(b) FUTURE CHARTER AMENDMENTS

EXISTING PROVISION. Article TENTH, Paragraph 1 of the current Charter provides
that most Charter provisions can be amended only upon the affirmative vote of
the holders of a majority of the common shares. Article TENTH, Paragraph 2
requires a two-thirds shareholder vote for amendments to Articles SIXTH, EIGHTH,
NINTH and TENTH.

PROPOSED AMENDMENT. Article TENTH, Paragraph 1 would be deleted and replaced
with the following:

"THE CORPORATION RESERVES THE RIGHT FROM TIME TO TIME TO MAKE ANY
AMENDMENTS TO THE CHARTER OF THE CORPORATION WHICH MAY NOW OR HEREAFTER BE
AUTHORIZED BY LAW, INCLUDING ANY AMENDMENT ALTERING THE TERMS OR CONTRACT
RIGHTS, AS EXPRESSLY SET FORTH IN THE CHARTER OF THE CORPORATION, OF ANY
SHARES OF ITS OUTSTANDING STOCK BY CLASSIFICATION, RECLASSIFICATION, OR
OTHERWISE. EXCEPT AS PROVIDED IN PARAGRAPH 2 OF THIS ARTICLE, ANY SUCH
AMENDMENT REQUIRING THE VOTE OF STOCKHOLDERS SHALL BE VALIDLY APPROVED BY
THE AFFIRMATIVE VOTE OF HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF
COMMON STOCK ENTITLED TO VOTE THEREON."
MATERIAL EFFECTS AND PURPOSE OF THE PROPOSED AMENDMENT.

(1) This Charter Amendment would permit the Board to effect charter
amendments to attend to minor matters, which are limited to changing
the name of the Fund or the designation or par value of shares,
without shareholder approval. However, this Charter Amendment would
NOT change the requirement, in Article TENTH, Paragraph 2, for a
two-thirds shareholder vote to approve amendments to Articles SIXTH,
EIGHTH, NINTH and TENTH nor any other requirement under applicable
law, including the 1940 Act, to obtain shareholder approval to effect
Charter Amendments. We believe this would be in the best interest of
the Fund and its shareholders because it will permit the Fund to
address administrative matters without devoting the time to, and
incurring the expense of, calling a shareholder meeting.

(2) This Charter Amendment reserves the Fund's right to make amendments to
the Charter which alter the terms or contract rights of outstanding
shares. These types of amendments would require a shareholder vote,
but, absent such a provision, Maryland law may permit a shareholder to
require a corporation to pay "fair value" for his shares if a charter
amendment substantially adversely affects his rights as a shareholder.
Although Maryland law currently exempts from this rule companies that,
like the Fund, are listed on the New York Stock Exchange, we believe
it would be in the best interest of the Fund to reduce, to the extent
possible, any potential uncertainty regarding this statute. We believe
this would permit the Fund to make changes that are advantageous to
the Fund as a whole without the risk of having one or a few
shareholders make demands on the Fund that benefit themselves but
decrease value to other shareholders.

REQUIRED VOTE

Approval of each of Proposals No. 3(a) and (b) requires the affirmative
vote of two-thirds of the Fund's outstanding shares entitled to vote in the
election of directors.

THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" PROPOSALS NO.
3(a) and (b).

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 shareholders 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 provided the Fund did not have notice of such matter on or
before September 16, 2003.

SHAREHOLDER PROPOSALS

The deadline for submitting shareholder proposals for inclusion in the
Fund's proxy statement and form of proxy for the Fund's Annual Meeting of
Shareholders in 2004 is July 4, 2004. Any shareholder proposal that is intended
to be presented at such Annual Meeting, but not submitted for inclusion in the
Fund's proxy statement and form of proxy in accordance with the foregoing
sentence must be received by the Fund's Secretary at the address indicated on
the first page of this proxy statement no earlier than August 6, 2004 and no
later than September 5, 2004. Any such proposal not received during that period
will be considered untimely and will be excluded from consideration at the next
Annual Meeting in accordance with the Fund's Advance Notice Bylaw. The mere
submission of a proposal or notice of proposal by a shareholder does not
guarantee that such proposal will be included in the proxy statement or
otherwise considered at such Annual Meeting because certain federal rules and
the Fund's Advance Notice Bylaw, respectively, must be complied with before
consideration of the proposal is required. If such proposals are permitted to be
brought before any meeting, the persons named as proxies in the proxies
solicited by the Board for the 2004 Annual Meeting of Shareholders may exercise
discretionary voting power with respect to any such proposal.

FINANCIAL STATEMENTS

The Fund's financial statements for the fiscal year ended August 31, 2003
are incorporated into this proxy statement by reference to the Fund's 2003
annual report to shareholders (File No. 811-05296) filed on or about October 30,
2003.

Deborah A. Docs
SECRETARY

Dated: October 31, 2003

SHAREHOLDERS 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.

APPENDIX A

THE HIGH YIELD INCOME FUND, INC.

(THE "FUND")

AUDIT COMMITTEE REPORT

The role of the Audit Committee is to assist the Board of Directors in its
oversight of the Fund's independent auditors, accounting policies and procedures
and other areas relating to the Fund's auditing and control process and the
selection of the Fund's independent auditors. The Committee operates pursuant to
a charter adopted by the Board on May 27, 2003. As set forth in the charter,
management of the Fund is responsible for the preparation, presentation and
integrity of the Fund's financial statements, and for maintaining appropriate
accounting and financial reporting principles and policies and internal controls
and procedures that provide for compliance with accounting standards and
applicable laws and regulations. The independent auditors are responsible for
auditing the Fund's financial statements and expressing an opinion as to their
conformity with generally accepted accounting principles.

In performing its oversight function, the Committee has considered and
discussed with management and the independent auditors the Fund's audited
financial statements for its fiscal year ended August 31, 2003. The Committee
has discussed with the independent auditors the matters required to be discussed
by Statement on Auditing Standards No. 61, COMMUNICATION WITH AUDIT COMMITTEES,
as modified or supplemented. The Committee has also received the written
disclosures from the independent auditors required by Independence Standards
Board Standard No. 1, INDEPENDENCE DISCUSSIONS WITH AUDIT COMMITTEES, as
currently in effect, delineating relationships between the independent auditors
and the Fund, and discussed the impact that any such relationships may have on
the objectivity and independence of the independent auditors.

The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not experts in the field of auditing,
including the issue of auditor independence. Members of the Committee rely
without independent verification on the information provided to them and on the
representations made by management and the independent auditors. Accordingly,
the Audit Committee's oversight does not provide an independent basis to
determine that management has maintained appropriate accounting and financial
reporting principles or appropriate internal controls and procedures designed to
ensure compliance with accounting standards and applicable laws and regulations.
Furthermore, the Audit Committee's considerations and discussions referred to
above do not ensure that the audit of the Fund's financial statements has been
carried out in accordance with generally accepted auditing standards, that the
financial statements are presented in accordance with generally accepted
accounting principles or that the Fund's independent auditors are in fact
"independent."

The Audit Committee met on October 21, 2003 to consider and discuss the
audited financial statements as of and for the fiscal year ended August 31, 2003
with management and the independent auditors.

Based upon the review and discussions described in this report, and subject
to the limitations on the role and responsibilities of the Committee referred to
above and in the charter, the Committee recommended to the Board that the
audited financial statements be included in the Fund's Annual Report for its
fiscal year ended August 31, 2003.

A-1

SUBMITTED BY THE AUDIT COMMITTEE OF THE FUND'S BOARD OF DIRECTORS

Delayne Dedrick Gold

Robert E. La Blanc

Douglas H. McCorkindale

Thomas T. Mooney

Stephen P. Munn

Richard A. Redeker

Robin B. Smith

Stephen Stoneburn

Louis A. Weil, III

Dated: October 21, 2003

A-2

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

PROXY THE HIGH YIELD INCOME FUND, INC. PROXY

Gateway Center Three
Newark, New Jersey 07102

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned
hereby appoints Robert F. Gunia, Grace C. Torres and Deborah A. Docs as Proxies,
each with the power of substitution, and hereby authorizes each of them to
represent and to vote, as designated on the reverse side of this card, all the
shares of Common Stock of The High Yield Income Fund, Inc. held of record by the
undersigned on October 10, 2003 at the Annual Meeting of Shareholders to be held
on December 4, 2003, or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1, 2 AND 3.

--------------------------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
NOTE: Please sign exactly as your name appears hereon. Joint owners should each
sign. When signing as attorney, 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.
--------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED?

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The Board of Directors recommends a vote FOR each proposal.
---

[X] Please mark |
votes as in |_ _
this example

1. Election of Directors.

Class I: (01) Robert E. La Blanc, (02) Douglas H. McCorkindale,
(03) David E.A. Carson

Class II: (04) Clay T. Whitehead, (05) Robin B. Smith

Class III: (06) Stephen Stoneburn

If you do not wish your shares voted "For" particular nominee(s) mark the
"For all nominees except as noted above" box and indicate on the line below
the nominee(s) for which you wish authority to vote be withheld.

FOR ALL FOR WITHHELD
NOMINEES ALL FROM ALL
EXCEPT NOMINEES NOMINEES
[_] [_] [_]

--------------------------------------------------
For all nominees except as noted on the line above

2. To approve proposed Charter Amendments relating to:
FOR AGAINST ABSTAIN
(a) Fund's Authorized Stock [_] [_] [_]

(b) Supermajority Voting Provisions [_] [_] [_]

3. To approve proposed Charter Amendments relating to:
FOR AGAINST ABSTAIN
(a) Number of Directors [_] [_] [_]

(b) Future Charter Amendments [_] [_] [_]

In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment
thereof.

Mark box at right if an address change has been noted on the [_]
reverse side of this card.

The signature(s) hereon should correspond exactly with the name(s) of the
Stockholder(s) appearing on the record books. If stock is jointly held, all
joint owners should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If
signer is a corporation, please sign the full corporate name and give title
of signing officer. If signer is a partnership, please sign in partnership
name by authorized person.

Signature: Date:
------------------------------------------- --------------------