Income Opportunities Fund 2000 (XIFTX) Inactive
Filed: 7 Jul 00, 12:00am
As filed with the Securities and Exchange
Commission on July 7, 2000
PROXY STATEMENT PURSUANT
TO SECTION 14(A) OF THE SECURITIES
AND EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /x/ Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
[X] Definitive Proxy Statement as permitted by Rule 14a-6(e) (2)
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
CORPORATE HIGH YIELD FUND, INC.
CORPORATE HIGH YIELD FUND III, INC.
INCOME OPPORTUNITIES FUND 2000, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined.):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Stockholders (the "Meeting") of each of the above-listed funds (each a "Fund" and, collectively, the "Funds") will be held at the offices of Merrill Lynch Investment Managers, L.P. ("MLIM"), 800 Scudders Mill Road, Plainsboro, New Jersey 08536, on Wednesday, August 23, 2000 at the time specified in Exhibit A hereto for the following purposes:
(1) To elect members of the Board of Directors of each Fund to serve for the ensuing year, except for Income Opportunities Fund 2000, Inc. ("Income Opportunities Fund 2000"), which will elect members of its Board of Directors to serve until the termination of the Fund on or about December 31, 2000 (the "Termination Date").
(2)(a) To consider and act upon a proposal to ratify the selection of Deloitte & ToucheLLP to serve as independent auditors for each of Corporate High Yield Fund, Inc. and Corporate High Yield Fund III, Inc. for its current fiscal year, and
(b) To consider and act upon a proposal to ratify the selection of Ernst & YoungLLP to serve as independent auditors for Income Opportunities Fund 2000 until its Termination Date.
(3) To transact such other business as may properly come before the Meeting or any adjournment thereof.
The Board of Directors of each Fund has fixed the close of business on June 27, 2000 as the record date for the determination of stockholders entitled to notice of and to vote at the Meeting or any adjournment thereof.
A complete list of the stockholders of each Fund entitled to vote at the Meeting will be available and open to the examination of any stockholder of that Fund for any purpose germane to the Meeting during ordinary business hours from and after August 9, 2000, at the office of the Funds, 800 Scudders Mill Road, Plainsboro, New Jersey. You are cordially invited to attend the Meeting.Stockholders who do not expect to attend the Meeting in person are requested to complete, date and sign the enclosed form of proxy and return it promptly in the envelope provided for this purpose. If you have been provided with the opportunity on your proxy card or voting instruction form to provide voting instructions via telephone or the internet, please take advantage of these prompt and efficient voting options.The enclosed proxy is being solicited on behalf of the Board of Directors of each Fund.
If you have any questions regarding the enclosed proxy material or need assistance in voting your shares, please contact our proxy solicitor, Shareholder Communications Corporation at 1-877-504-5019.
By Order of the Boards of Directors,
IRA P. SHAPIRO
Secretary
Income Opportunities Fund 2000, Inc.
WILLIAM E. ZITELLI, JR.
Secretary
Corporate High Yield Fund, Inc.
Corporate High Yield Fund III, Inc.
Plainsboro, New Jersey This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Boards of Directors (hereinafter the "Directors") of the above-listed funds (each a "Fund" and, collectively, the "Funds"), to be voted at the 2000 Annual Meeting of Stockholders of each Fund (the "Meeting"), to be held at the offices of Merrill Lynch Investment Managers, L.P. ("MLIM"), 800 Scudders Mill Road, Plainsboro, New Jersey 08536, on Wednesday, August 23, 2000 at the time specified in Exhibit A hereto. The approximate mailing date of this Proxy Statement is July 12, 2000. All properly executed proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked thereon or otherwise as provided therein. Unless instructions to the contrary are marked, proxies will be votedfor the election of the Directors to serve for the ensuing year, or in the case of Income Opportunities Fund 2000, Inc. ("Income Opportunities Fund 2000") to serve until the termination of the Fund on or about December 31, 2000 (the "Termination Date") andfor the ratification of the selection of independent auditors to serve for that Fund's current fiscal year, or in the case of Income Opportunities Fund 2000, to serve until the Fund's Termination Date. Any proxy may be revoked at any time prior to the exercise thereof by giving written notice to the Secretary of the applicable Fund at the Fund's address indicated above or by voting in person at the Meeting. The Board of Directors of each Fund has fixed the close of business on June 27, 2000 as the record date (the "Record Date") for the determination of stockholders entitled to notice of and to vote at the Meeting and at any adjournment thereof. Stockholders on the Record Date will be entitled to one vote for each share held, with no shares having cumulative voting rights. As of the Record Date, each Fund had outstanding the number of shares of common stock ("Common Stock") indicated in Exhibit A. To the knowledge of each Fund, as of the Record Date, no person is the beneficial owner of more than five percent of the outstanding shares of its Common Stock. The Board of Directors of each Fund knows of no business other than that mentioned in Items 1 and 2 of the Notice of Meeting which will be presented for consideration at the Meeting. If any other matter is properly presented, it is the intention of the persons named in the enclosed proxy to vote in accordance with their best judgment. At the Meeting, the Directors of each Fund will be elected to serve until the next Annual Meeting of Stockholders for such Fund and until their successors are elected and qualified, except for Income Opportunities Fund 2000, which will elect Directors to serve until the Termination Date. It is intended that all properly executed proxies will be voted (unless such authority has been withheld in the proxy) in favor of the seven (7) nominees listed below. The Board of Directors of each Fund knows of no reason why any of these nominees will be unable to serve, but in the event of any such unavailability, the proxies received will be voted for such substitute nominee or nominees as the Board of Directors for such Fund may recommend. Certain information concerning the nominees is set forth below. Additional information concerning the nominees and other information relevant to the election of the Directors of each Fund is set forth in Exhibit A. 1 (1) Each of the nominees is a director, trustee or member of an advisory board of certain other investment companies for which FAM or MLIM acts as investment adviser. See "Compensation of Directors" in Exhibit A. (2) Member of Audit Committee of the Board of Directors. (3) Interested person, as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act"), of each of the Funds. Committees and Board of Directors' Meetings. The Board of Directors of each Fund has a standing Audit Committee, which consists of the Directors who are not "interested persons" of the Fund within the meaning of the Investment Company Act. The principal purpose of the Audit Committee is to review the scope of the annual audit conducted by the Fund's independent auditors and the evaluation by such auditors of the accounting procedures followed by the Fund. The Audit Committee also reviews and nominates candidates to serve as non-interested Directors. The Audit Committee generally will not consider nominees recommended by shareholders of the Funds. The non-interested Directors have retained independent legal counsel to assist them in connection with these duties. During each Fund's last fiscal year, each of the Directors then in office attended at least 75% of the aggregate of the total number of meetings of the Board of Directors and, if a member, the total number of meetings of the Audit Committee held during the period for which he served. 2 Compliance with Section 16(a) of the Securities Exchange Act of 1934. Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires the officers and directors of each Fund and persons who own more than ten percent of a registered class of each Fund's equity securities, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission ("SEC") and the New York Stock Exchange ("NYSE"). Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish each Fund with copies of all Forms 3, 4 and 5 they file. Based solely on each Fund's review of the copies of such forms, and amendments thereto, furnished to it during or with respect to its most recent fiscal year, and written representations from certain reporting persons that they were not required to file Form 5 with respect to the most recent fiscal year, each Fund believes that all of its officers, directors, greater than ten percent beneficial owners and other persons subject to Section 16 of the Exchange Act because of the requirements of Section 30 of the Investment Company Act (i.e., any advisory board member, investment adviser or affiliated person of the Fund's investment adviser) have complied with all filing requirements applicable to them with respect to transactions during the Fund's most recent fiscal year, except that (i) Vincent R. Giordano inadvertently made two late Form 4 filings with respect to Corporate High Yield Fund III, Inc. reporting changes in beneficial ownership and (ii) William E. Zitelli, Jr. inadvertently made late Form 3 filings reporting initial statement of beneficial ownership with respect to Corporate High Yield Fund, Inc. and Corporate High Yield Fund III, Inc. Interested Persons. Each Fund considers Mr. Zeikel and Mr. Glenn to be "interested persons" of the Funds within the meaning of Section 2(a)(19) of the Investment Company Act as a result of the positions each holds with FAM and its affiliates and/or due to their ownership of securities issued by ML & Co. Mr. Glenn is the President of each Fund. Compensation of Directors. FAM, the investment adviser of each Fund, pays all compensation to all officers of the Fund and Directors of the Fund who are affiliated with ML & Co. or its subsidiaries. Each Fund pays each Director not affiliated with FAM (each a "non-interested Director") an annual fee plus a fee for each meeting attended, together with such Director's actual out-of-pocket expenses relating to attendance at meetings. Each Fund also pays each member of its Audit Committee, which consists of all the non-interested Directors, an annual fee plus a fee for each meeting attended, together with such Director's out-of-pocket expenses relating to attendance at such meetings. Information with respect to fees and expenses paid to the non-interested Directors for each Fund's most recently completed fiscal year is set forth in Exhibit A. Officers of the Fund. Information regarding the officers of each Fund is set forth in Exhibit A. Officers of the Funds are elected and appointed by the Board of Directors and hold office until they resign, are removed or are otherwise disqualified to serve. Stock Ownership. As of the Record Date, none of the nominees held shares of Common Stock of the Funds except as set forth in the table below: 3 At the Record Date, the Directors and officers of each Fund as a group owned an aggregate of less than 1% of the Common Stock of the Fund outstanding at such date. At such date, Mr. Zeikel, a Director of each Fund and Mr. Glenn, an officer and a Director of each Fund, and the other officers of each Fund owned an aggregate of less than 1% of the outstanding shares of common stock of ML & Co. The Boards of Directors of Corporate High Yield Fund and Corporate High Yield Fund III, including a majority of the Directors who are not interested persons of the Funds, have selected the firm of Deloitte & ToucheLLP ("D&T"), independent auditors, to examine the financial statements of each Fund for the current fiscal year. The Board of Directors for Income Opportunities Fund 2000, including a majority of the Directors who are not interested persons of the Fund, have selected Ernst & YoungLLP ("E&Y"), independent auditors, to examine the financial statements of Income Opportunities Fund 2000 until its Termination Date . No Fund knows of any direct or indirect financial interest of such auditors in the Fund. Such appvointment is subject to ratification or rejection by the stockholders of each Fund. Unless a contrary specification is made, the accompanying proxy will be voted in favor of ratifying the selection of such auditors. D&T acts as independent auditors for Corporate High Yield Fund and Corporate High Yield Fund III and E&Y acts as independent auditors for Income Opportunities Fund 2000. D&T also acts as independent auditors for ML & Co. and all of its subsidiaries and for most other investment companies advised by FAM or MLIM. E&Y also acts as independent auditors for other investment companies advised by FAM or MLIM. The fees received by the independent auditors from these other entities are substantially greater, in the aggregate, than the total fees received by the independent auditors from each applicable Fund. The Board of Directors of each Fund considered the fact that (i) D&T has been retained as the independent auditors for ML & Co. and the other entities described above and (ii) E&Y has been retained as the independent auditors for other investment companies advised by FAM or MLIM in its evaluation of the independence of the independent auditors with respect to the Fund. Representatives of D&T and E&Y are expected to be present at the Meeting and will have the opportunity to make a statement if they so desire and to respond to questions from stockholders. The expense of preparation, printing and mailing of the enclosed form of proxy and accompanying Notice and Proxy Statement will be borne by the Funds in proportion to their respective net assets. The Funds will reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of the shares of the Funds. In order to obtain the necessary quorum at the Meeting (i.e., a majority of the shares of each Fund entitled to vote at the Meeting, present in person or by proxy), supplementary solicitation may be made by mail, telephone, telegraph or personal interview by officers of the Fund. Each Fund has retained Shareholder Communications Corporation, 17 State Street, New York, New York 10004, 1-877-504-5019, to assist in the solicitation of proxies at a cost to each Fund of approximately $3,500 plus out-of-pocket expenses, which are estimated to be $200 per Fund. 4 All shares represented by properly executed proxies, unless such proxies have previously been revoked, will be voted at the Meetings in accordance with the directions on the proxies; if no direction is indicated, the shares will be voted "FOR" the Director nominees and "FOR" the ratification of the independent auditors. With respect to Item 1, "Election of Directors," for (i) Income Opportunities Fund 2000, approval will require the affirmative vote of a majority of the votes cast by the Fund's stockholders, present in person or by proxy and entitled to vote, at a meeting at which a quorum is present and duly constituted, and for (ii) Corporate High Yield Fund and Corporate High Yield Fund III, approval will require a plurality of the votes cast by each Fund's stockholders, in person or by proxy, at a meeting at which a quorum is present and duly constituted. A "plurality of the votes" means the candidate must receive more votes than any other candidate for the same position, but not necessarily a majority of votes cast. With respect to Item 2, "Ratification of the Selection of Independent Auditors," approval for each Fund will require the affirmative vote of a majority of the votes cast by the Fund's stockholders, present and in person or by proxy and entitled to vote, at a meeting at which a quorum is present and duly constituted. Broker-dealer firms, including Merrill Lynch, Pierce, Fenner & Smith ("MLPF&S"), holding shares of each Fund in "street name" for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on each Item before the Meeting. The Funds understand that, under the rules of the New York Stock Exchange, such broker-dealer firms may, without instructions from their customers and clients, grant authority to the proxies designated to vote on the election of Directors (Item 1) and ratification of the selection of independent auditors (Item 2) if no instructions have been received prior to the date specified in the broker-dealer firm's request for voting instructions. Accordingly, the Funds will include shares held of record by broker-dealers as to which such authority has been granted in their tabulation of the total number of votes present for purposes of determining whether the necessary quorum of stockholders exists. Proxies that are returned to the Fund but that are marked "abstain" or on which a broker-dealer has declined to vote on any proposal ("broker non-votes") will be counted as present for the purposes of obtaining a quorum. MLPF&S has advised the Fund that it intends to vote shares held in its name for which no instructions are received except as limited by agreement or applicable law, in the same proportion as the votes received from the beneficial owners of those shares for which instructions have been received, whether or not held in nominee name. Abstentions and broker non-votes will not be counted as votes cast. Abstentions and broker non-votes, therefore, will have no effect on the vote on Item 1 or Item 2. Management knows of no other matters to be presented at the special meeting. However, if other matters are presented for a vote at the meeting of any adjournments thereof, the proxy holders will vote the shares represented by properly executed proxies according to their judgment on those matters. The principal office of FAM is located at 800 Scudders Mill Road, Plainsboro, New Jersey 08536. Each Fund will furnish, without charge, a copy of its annual report for the Fund's last fiscal year and a copy with its most recent semi-annual report to any stockholder upon request. Such requests should be directed to the applicable Fund, P.O. Box 9011, Princeton, New Jersey 08543-9011, Attention: Ira P. Shapiro, Secretary of Income Opportunities Fund 2000, or William E. Zitelli, Jr., Secretary of Corporate High Yield Fund and Corporate High Yield Fund III or to 1-800-456-4587 ext. 123. 5 It is currently intended that the 2001 Annual Meeting of Stockholders of each Fund, except for Income Opportunities Fund 2000 will be held in August, 2001. If a stockholder intends to present a proposal at the 2001 Annual Meeting of Stockholders of that Fund, and desires to have the proposal included in the Fund's proxy statement and form of proxy for that meeting, the stockholder must deliver the proposal to the offices of the Fund by March 9, 2001. By Order of the Boards of Directors, Dated: July 7, 2000 6 Set forth in the table below is information regarding board and committee meetings held and the aggregate fees and expenses paid by each Fund to non-interested Directors during each Fund's most recently completed fiscal year. * Includes meetings held via teleconferencing equipment. ** The fee is payable for each meeting attended in person. A fee is not paid for telephonic meetings. A-1 Set forth in the table below is information regarding compensation paid by each Fund to the non-interested Directors for the most recently completed fiscal year. * No pension or retirement benefits are accrued as part of Fund expenses. Set forth in the table below is information regarding the aggregate compensation paid by all registered investment companies advised by FAM and its affiliate, MLIM ("FAM/MLIM Advised Funds"), to the non-interested Directors for the year ended December 31, 1999. (1) The Directors serve on the boards of other FAM/MLIM Advised Funds as follows: Mr. Grills (31 registered investment companies consisting of 47 portfolios); Mr. Mintz (21 registered investment companies consisting of 43 portfolios); Mr. Salomon (21 registered investment companies consisting of 43 portfolios); Mr. Seiden (21 registered investment companies consisting of 43 portfolios); Mr. Swensrud (30 registered investment companies consisting of 67 portfolios). Set forth in the table below is information about the officers of each of the Funds. A-2 A-3 * Mr. Glenn was elected President of each Fund in 1999. Prior to that he served as Executive Vice President of each Fund. A-4 CORPORATE HIGH YIELD FUND, INC. The undersigned hereby appoints Terry K. Glenn, Donald C. Burke and William E. Zitelli, Jr. as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse hereof, all the shares of Common Stock of Corporate High Yield Fund, Inc. (the "Fund") held of record by the undersigned on June 27, 2000 at the annual meeting of stockholders of the Fund to be held on August 23, 2000 or any adjournment thereof. This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted for Proposals 1 and 2. By signing and dating the reverse side of this card, you authorize the proxies to vote each proposal as marked, or if not marked, to vote "FOR" each proposal, and to use their discretion to vote for any other matter as may properly come before the meeting. If you do not intend to personally attend the meeting, please complete and return this card at once in the enclosed envelope. (Continued and to be signed on the reverse side) Please mark boxesn orþ in blue or black ink. (INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through the nominee’s name in the list below.) Terry K. Glenn, Joe Grills, Walter Mintz, Robert S. Salomon, Jr., Melvin R. Seiden, Stephen B. Swensrud and Arthur Zeikel Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney or as executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. Dated: , 2000 x x
Dated: July 7, 2000COMBINED PROXY STATEMENT
CORPORATE HIGH YIELD FUND, INC.
CORPORATE HIGH YIELD FUND III, INC.
INCOME OPPORTUNITIES FUND 2000, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
ANNUAL MEETING OF STOCKHOLDERS
August 23, 2000INTRODUCTION
ITEM 1. ELECTION OF DIRECTORS
Name and Address of Nominee Age Principal Occupations During Past
Five Years and Public Directorships(1)Terry K. Glenn(1)(3)
P.O. Box 9011
Princeton, New Jersey 08543-901159 Executive Vice President of Fund Asset Management, L.P. ("FAM") and MLIM (which terms as used herein include their corporate predecessors) since 1983; Executive Vice President and Director of Princeton Services, Inc. ("Princeton Services") since 1993; President of FAM Distributors, Inc. ("FAMD") since 1986 and Director thereof since 1991; President of Princeton Administrators, L.P. since 1988. Joe Grills(1)(2)
P.O. Box 98
Rapidan, Virginia 2273365 Member of the Committee of Investment of Employee Benefit Assets of the Association of Financial Professionals ("CIEBA") since 1986; Member of CIEBA's Executive Committee since 1988 and its Chairman from 1991 to 1993; Assistant Treasurer of International Business Machines Incorporated ("IBM") and Chief Investment Officer of IBM Retirement Funds from 1986 to 1993; Member of the Investment Advisory Committees of the State of New York Common Retirement Fund and the Howard Hughes Medical Institute since 1997; Director, Duke Management Company since 1992 and Vice Chairman since 1998; Director, LaSalle Street Fund since 1995; Director, Hotchkis and Wiley Mutual Funds since 1996; Director, Kimco Realty Corporation since 1997; Member of the Investment Advisory Committee of the Virginia Retirement System since 1998; Director, Montpelier Foundation since 1998; Member of the Investment Committee of the Woodberry Forest School since April, 2000. Walter Mintz(1)(2)
1144 Avenue of the Americas
New York, New York 1003671 Special Limited Partner of Cumberland Associates (investment partnership) since 1982. Name and Address of Nominee Age Principal Occupations During Past
Five Years and Public Directorships(1)Robert S. Salomon, Jr.(1)(2)
106 Dolphin Cove Quay
Stamford, Connecticut 0690263 Principal of STI Management (investment adviser) since 1994; Chairman and CEO of Salomon Brothers Asset Management from 1992 to 1995; Chairman of Salomon Brothers equity mutual funds from 1992 to 1995; Regular columnist withForbes Magazine since 1992; Director of Stock Research and U.S. Equity Strategist at Salomon Brothers Inc. from 1975 to 1991; Trustee, Commonfund since 1980. Melvin R. Seiden(1)(2)
780 Third Avenue Suite 2502
New York, New York 1001769 Director of Silbanc Properties, Ltd. (real estate, investment and consulting) since 1987; Chairman and President of Seiden & de Cuevas, Inc. (private investment firm) from 1964 to 1987. Stephen B. Swensrud(1)(2)
88 Broad Street, 2nd Floor
Boston, Massachusetts 0211067 Chairman of Fernwood Advisors (investment adviser) since 1996; Principal of Fernwood Associates (financial consultant) since 1975; Chairman of RPP Corporation (manufacturing) since 1978; Director of International Mobile Communications, Inc. (telecommunications) since 1998. Arthur Zeikel(1)(3)
300 Woodland Avenue
Westfield, New Jersey 0709068 Chairman of FAM and MLIM from 1997 to 1999; President of FAM and MLIM from 1977 to 1997; Chairman of Princeton Services from 1997 to 1999 and Director thereof from 1993 to 1999; President of Princeton Services from 1993 to 1997; Executive Vice President of Merrill Lynch & Co., Inc. ("ML & Co.") from 1990 to 1999. Nominee Fund No. of Shares
HeldTerry K. Glenn Corporate High Yield Fund 5,986 Corporate High Yield Fund III 5,120 Income Opportunities Fund 2000 9,439 Melvin R. Seiden Corporate High Yield Fund III 500 ITEM 2. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
ADDITIONAL INFORMATION
Address of Investment Adviser
Annual Report Delivery
Stockholder Proposals
IRA P. SHAPIRO
Secretary
Income Opportunities Fund 2000, Inc.
WILLIAM E. ZITELLI, JR.
Secretary
Corporate High Yield Fund, Inc.
Corporate High Yield Fund III, Inc.EXHIBIT A
INFORMATION PERTAINING TO EACH FUND
º General Information Pertaining to the Funds
Fund Defined Term
Used in Exhibit AFiscal Year End State of
OrganizationMeeting Time Corporate High Yield Fund, Inc. CHY 5/31 MD 9:15 a.m. Corporate High Yield Fund III, Inc. CHY III 5/31 MD 9:30 a.m. Income Opportunities Fund 2000, Inc. Income Opp. 2000 12/31 MD 9:45 a.m. Fund Shares of
Common Stock
Outstanding as of
the Record DateCHY 24,062,214 CHY III 35,260,043 Income Opp. 2000 11,057,727 º Information Pertaining to Officers and Board Members
Year in Which Each Nominee Became a Member of the Board Fund Glenn Grills Mintz Salomon Seiden Swensrud Zeikel CHY 1999 1994 1993 1996 1993 1993 1993 CHY III 1999 1998 1998 1998 1998 1998 1998 Income Opp. 2000 1999 1994 1992 1996 1992 1992 1992 Board Audit Committee Fund # Meetings
Held*Annual
Fee ($)Per Meeting
Fee($)**# Meetings
HeldAnnual
Fee ($)Per Meeting
Fee ($)**Aggregate
Fees and
Expenses ($)CHY 4 2,000 500 4 2,000 500 40,640 CHY III 4 2,000 500 4 2,000 500 41,474 Income Opp. 2000 4 2,000 500 4 2,000 500 40,636 Compensation From Fund ($)* Fund Grills Mintz Salomon Seiden Swensrud CHY 8,000 8,000 8,000 8,000 8,000 CHY III 8,000 8,000 8,000 8,000 8,000 Income Opp. 2000 8,000 8,000 8,000 8,000 8,000 Name of Director Aggregate Compensation From Fund and Other
FAM/MLIM Advised Funds Paid to Board members ($)(1)Joe Grills 245,250 Walter Mintz 211,250 Robert S. Salomon, Jr 211,250 Melvin R. Seiden 211,250 Stephen B. Swensrud 232,250 Officer Since Name and Biography Age Office CHY
FundCHY III
FundIncome Opp.
2000
FundTerry K. Glenn
Executive Vice President of MLIM and FAM since 1983; Executive Vice President and Director of Princeton Services since 1993; President of FAM Distributors, Inc. ("FAMD") since 1986 and Director thereof since 1991; President of Princeton Administrators, L.P. since 1988.59 President 1993* 1998* 1992* Officer Since Name and Biography Age Office CHY
FundCHY III
FundIncome Opp.
2000
FundJoseph T. Monagle, Jr
Senior Vice President of FAM and MLIM since 1990; Department Head of Global Fixed Income Division of FAM and MLIM since 1997; Senior Vice President of Princeton Services since 1993.51 Senior Vice
President1997 1998 1997 Jeffery B. Hewson
Director (Global Fixed Income) of MLIM since 1998; Vice President of MLIM since 1989; Portfolio Manager of MLIM since 1985; Senior Consultant, Price Waterhouse 1981 to 1985.49 Senior Vice
President1992 Gregory Mark Maunz
First Vice President of MLIM since 1997; Vice President of MLIM from 1985 to 1997; Portfolio Manager of MLIM since 1984.47 Senior Vice
President1992 Vincent T. Lathbury, III
First Vice President of MLIM since 1997; Vice President of MLIM since 1982; Portfolio Manager of FAM and MLIM since 1982.59 Vice President 1993 1998 Elizabeth M. Phillips
Vice President of MLIM since 1987; Portfolio Manager of FAM and MLIM since 1993.50 Vice President 1993 1998 Teresa L. Giacino
Vice President of MLIM since 1992.38 Vice President 1998 Officer Since Name and Biography Age Office CHY
FundCHY III
FundIncome Opp.
2000
FundTheodore Magnani
Vice President of MLIM since 1992.38 Vice President 1998 Donald C. Burke
Senior Vice President and Treasurer of MLIM and FAM since 1999; Senior Vice President and Treasurer of Princeton Services since 1999; Vice President of FAMD since 1999; First Vice President of MLIM from 1997 to 1999; Vice President of MLIM from 1990 to 1997; Director of Taxation of MLIM since 1990.40 Vice President
Treasurer1993
19991998
19991993
1999Ira P. Shapiro
First Vice President of FAM and MLIM since 1997; Attorney associated with FAM and MLIM since 1993.37 Secretary 1996 William E. Zitelli, Jr.
Attorney associated with MLIM since 1998; attorney associated with Pepper Hamilton LLP from 1997 to 1998; attorney associated with Reboul, MacMurray, Hewitt, Maynard & Kristol from 1994 to 1997.32 Secretary 1999 1999
P.O. Box 9011
Princeton, New Jersey 08543-9011
PROXY
This proxy is solicited on behalf of the Board of Directors1. ELECTION OF DIRECTORS FOR all nominees listed below
(except as marked to the contrary below)oWITHHOLD AUTHORITY
to vote for all nominees listed belowo2.
Proposal to ratify the selection of Deloitte & ToucheLLP as the independent auditors of the Fund to serve for the current fiscal year. FORo AGAINSTo ABSTAINo 3.
In the discretion of such proxies, upon such other business as may properly come before the meeting or any adjournment thereof.
Signature
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
2
CORPORATE HIGH YIELD FUND III, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
PROXY
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Terry K. Glenn, Donald C. Burke and William E. Zitelli, Jr. as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse hereof, all the shares of Common Stock of Corporate High Yield Fund III, Inc. (the "Fund") held of record by the undersigned on June 27, 2000 at the annual meeting of stockholders of the Fund to be held on August 23, 2000 or any adjournment thereof.
This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted for Proposals 1 and 2.
By signing and dating the reverse side of this card, you authorize the proxies to vote each proposal as marked, or if not marked, to vote "FOR" each proposal, and to use their discretion to vote for any other matter as may properly come before the meeting. If you do not intend to personally attend the meeting, please complete and return this card at once in the enclosed envelope.
(Continued and to be signed on the reverse side)
Please mark boxesn orþ in blue or black ink.
| 1. ELECTION OF DIRECTORS | FOR all nominees listed below (except as marked to the contrary below)o | WITHHOLD AUTHORITY to vote for all nominees listed belowo |
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through the nominee’s name in the list below.)
Terry K. Glenn, Joe Grills, Walter Mintz, Robert S. Salomon, Jr., Melvin R. Seiden, Stephen B. Swensrud and Arthur Zeikel
| 2. | Proposal to ratify the selection of Deloitte & ToucheLLP as the independent auditors of the Fund to serve for the current fiscal year. |
| FORo | AGAINSTo | ABSTAINo |
| 3. | In the discretion of such proxies, upon such other business as may properly come before the meeting or any adjournment thereof. |
Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney or as executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person.
Dated: , 2000
x
Signaturex
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
2
INCOME OPPORTUNITIES FUND 2000, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
PROXY
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Donald C. Burke, Terry K. Glenn and Ira P. Shapiro as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse hereof, all the shares of Common Stock of Income Opportunities Fund 2000, Inc. (the "Fund") held of record by the undersigned on June 27, 2000 at the annual meeting of stockholders of the Fund to be held on August 23, 2000 or any adjournment thereof.
This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted for Proposals 1 and 2.
By signing and dating the reverse side of this card, you authorize the proxies to vote each proposal as marked, or if not marked, to vote "FOR" each proposal, and to use their discretion to vote for any other matter as may properly come before the meeting. If you do not intend to personally attend the meeting, please complete and return this card at once in the enclosed envelope.
(Continued and to be signed on the reverse side)
Please mark boxesn orþ in blue or black ink.
| 1. ELECTION OF DIRECTORS | FOR all nominees listed below (except as marked to the contrary below)o | WITHHOLD AUTHORITY to vote for all nominees listed belowo |
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through the nominee’s name in the list below.)
Terry K. Glenn, Joe Grills, Walter Mintz, Robert S. Salomon, Jr., Melvin R. Seiden, Stephen B. Swensrud and Arthur Zeikel
| 2. | Proposal to ratify the selection of Ernst & Young LLP as the independent auditors of the Fund to serve until the termination of the Fund on or about December 31, 2000. |
| FORo | AGAINSTo | ABSTAINo |
| 3. | In the discretion of such proxies, upon such other business as may properly come before the meeting or any adjournment thereof. |
Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney or as executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person.
Dated: , 2000
x
Signaturex
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
2