<PAGE>
MUNIHOLDINGS CALIFORNIA INSURED FUND II, INC.
MUNIHOLDINGS NEW YORK FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
-----------------
NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS
-------------------
DECEMBER 16, 1998
TO THE STOCKHOLDERS:
Notice is hereby given that the 1998 Annual Meeting of Stockholders (the
"Meeting") of each of the above-listed investment companies (each a "Fund" and,
collectively, the "Funds") will be held at the offices of Merrill Lynch Asset
Management, L.P., 800 Scudders Mill Road, Plainsboro, New Jersey, on Wednesday,
December 16, 1998 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;
(2) To consider and act upon a proposal to ratify the selection of the
independent auditors of each Fund for its current fiscal year; and
(3) To transact such other business as may properly come before the Meeting
or any adjournment thereof.
The Board has fixed the close of business on October 20, 1998 as the record
date for the determination of stockholders entitled to notice of and to vote at
the Meeting or any adjournment thereof.
A complete list of the stockholders of 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 December 2, 1998, at the office of the Fund, 800 Scudders Mill Road,
Plainsboro, New Jersey 08536. You are cordially invited to attend the Meeting.
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO
COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED FOR THIS PURPOSE. The enclosed proxy is being solicited on
behalf of the Board of Directors of the respective Fund.
By Order of the Boards of Directors
PHILIP M. MANDEL
SECRETARY OF THE FUNDS
Plainsboro, New Jersey
Dated: October 30, 1998
<PAGE>
COMBINED PROXY STATEMENT
-----------------
MUNIHOLDINGS CALIFORNIA INSURED FUND II, INC.
MUNIHOLDINGS NEW YORK FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
-----------------
1998 ANNUAL MEETING OF STOCKHOLDERS
-------------------
DECEMBER 16, 1998
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Boards of Directors of the above-listed funds (each a
"Fund" and, collectively, the "Funds"), to be voted at the 1998 Annual Meeting
of Stockholders of each Fund (the "Meetings"), to be held at the offices of
Merrill Lynch Asset Management, L.P. ("MLAM"), 800 Scudders Mill Road,
Plainsboro, New Jersey, on Wednesday, December 16, 1998 at the time specified in
Exhibit A hereto. The approximate mailing date of this Proxy Statement is
October 30, 1998.
All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon or otherwise as
provided therein. Unless instructions to the contrary are marked, proxies will
be voted FOR the election of the Board of Directors of each Fund to serve for
the ensuing year and FOR the ratification of the selection of independent
auditors to serve for each Fund's current fiscal year. Any proxy may be revoked
at any time prior to the exercise thereof by giving written notice to the
Secretary of the applicable Fund at that 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
October 20, 1998 as the record date (the "Record Date") for the determination of
stockholders entitled to notice of and to vote at the Meeting and at any
adjournment thereof. Stockholders on the Record Date will be entitled to one
vote for each share held, with no shares having cumulative voting rights. As of
the Record Date, each Fund had outstanding the number of shares of common stock
("Common Stock") and auction market preferred stock ("AMPS") indicated in
Exhibit A. To the knowledge of the respective Fund, as of the Record Date, no
person is the beneficial owner of more than five percent of the outstanding
shares of either Fund or five percent of the outstanding Common Stock or AMPS of
either Fund at such date.
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 that 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.
1
<PAGE>
ITEM 1. ELECTION OF DIRECTORS
At the Meetings, 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. It is intended that all properly executed proxies
will be voted (unless such authority has been withheld in the proxy) as follows:
(1) All proxies of the holders of AMPS, voting separately as a class, in
favor of the two (2) persons designated as Directors to be elected by
holders of AMPS; and
(2) All proxies of the holders of Common Stock and AMPS, voting together as
a single class, in favor of the four (4) persons designated as Directors
to be elected by holders of Common Stock and AMPS.
The Boards of Directors of the Funds know 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 Directors is set forth in Exhibit A.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
DURING PAST FIVE YEARS
NAME AND ADDRESS AGE AND PUBLIC DIRECTORSHIPS(1)
- --------------------------------- --- -----------------------------------------------------------------
<S> <C> <C>
James H. Bodurtha(1)(2)(3) ...... 54 Director and Executive Vice President, The China Business Group,
36 Popponesset Road Inc. since 1996; Chairman and Chief Executive Officer, China
Cotuit, Massachusetts 02635 Enterprise Management Corporation from 1993 to 1996; Chairman,
Berkshire Corporation since 1980; Partner, Squire, Sanders &
Dempsey from 1980 to 1993.
Herbert I. London(1)(2)(3) ...... 59 John M. Olin Professor of Humanities, New York University since
113-115 University Place 1993 and Professor thereof since 1980; Dean, Gallatin Division
New York, New York 10003 of New York University from 1976 to 1993; Distinguished Fellow,
Herman Kahn Chair, Hudson Institute from 1984 to 1985; Trustee,
Hudson Institute since 1980 and President in 1997; Director,
Damon Corp. from 1991 to 1995; Overseer, Center for Naval
Analyses from 1983 to 1993; Limited Partner, Hypertech LP in
1996.
Robert R. Martin(1)(2)(3) ....... 71 Chairman and Chief Executive Officer, Kinnard Investments, Inc.
513 Grand Hill from 1990 to 1993; Executive Vice President, Dain Bosworth from
St. Paul, Minnesota 55102 1974 to 1989; Director, Carnegie Capital Management from 1977
to 1985 and Chairman thereof in 1979; Director, Securities
Industry Association from 1981 to 1982 and Public Securities
Association from 1979 to 1980; Chairman of the Board, WTC
Industries, Inc. in 1994; Trustee, Northland College since
1992.
Joseph L. May(1)(2)(3) .......... 69 Attorney in private practice since 1984; President, May and
424 Church Street Athens Hosiery Mills Division, Wayne-Gossard Corporation from
Suite 2000 1954 to 1983; Vice President, Wayne-Gossard Corporation from
Nashville, Tennessee 37219 1972 to 1983; Chairman, The May Corporation (personal holding
company) from 1972 to 1983; Director, Signal Apparel Co. from
1972 to 1989.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
DURING PAST FIVE YEARS
NAME AND ADDRESS AGE AND PUBLIC DIRECTORSHIPS(1)
- --------------------------------- --- -----------------------------------------------------------------
<S> <C> <C>
Andre F. Perold(1)(2)(3) ........ 46 Professor, Harvard Business School since 1989 and Associate
Morgan Hall Professor from 1983 to 1989; Trustee, The Common Fund since
Soldiers Field 1989; Director, Quantec Limited since 1991 and TIBCO from 1994
Boston, Massachusetts 02163 to 1996.
Arthur Zeikel(1)(3)* ............ 66 Chairman of Fund Asset Management, L.P. ("FAM") and of MLAM
P.O. Box 9011 (which terms as used herein include their corporate
Princeton, New Jersey predecessors) since 1997; President of FAM and MLAM from 1977
08543-9011 to 1997; Chairman of Princeton Services, Inc. ("Princeton
Services") since 1997 and Director thereof since 1993;
President of Princeton Services from 1993 to 1997; Executive
Vice President of Merrill Lynch & Co., Inc. since 1990.
</TABLE>
- --------------------------
(1) Each of the nominees is a Director, trustee or member of an advisory board
of certain other investment companies for which FAM or MLAM acts as
investment adviser. See "Compensation of Directors."
(2) Member of the Audit Committee of each Board.
(3) Please see Exhibit A for a chart, with respect to each Fund, indicating the
names of the nominees to be elected by holders of AMPS, voting separately as
a class, and the names of the nominees to be elected by holders of Common
Stock and AMPS, voting together as a single class.
* Interested person, as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of each of the Funds.
COMMITTEE AND BOARD MEETINGS. The Board has a standing Audit Committee,
which consists of Directors who are not "interested persons" of a 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 each Fund's
independent auditors and the evaluation by such auditors of the accounting
procedures followed by the Fund. The non-interested Directors have retained
independent legal counsel to assist them in connection with these duties.
Neither Fund's Board of Directors has a nominating committee.
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 of each Fund held during the fiscal year and, if a member, of
the total number of meetings of the Audit Committee held during the period for
which he served.
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 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 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
3
<PAGE>
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) Robert R. Martin inadvertently failed to make a timely Form 3
filing with respect to the CA Fund to report his status as a Director of
MuniHoldings California Insured Fund II, Inc. (the "CA Fund"), which report
indicated that he owned no shares of the CA Fund and (ii) Michael L. Quinn
inadvertently failed to make a timely Form 3 filing reporting his status as a
Senior Vice President of FAM, which report indicated that he owned no shares of
the CA Fund.
INTERESTED PERSONS. Each Fund considers Mr. Zeikel to be an "interested
person" of the Fund within the meaning of Section 2(a)(19) of the Investment
Company Act because of the positions he holds with FAM and its affiliates. Mr.
Zeikel is the President of each Fund and the Chairman of FAM and MLAM.
COMPENSATION OF DIRECTORS. FAM, the investment adviser of each Fund, pays
all compensation to all officers of each Fund and all Directors of each Fund who
are affiliated with ML & Co. or its subsidiaries. Each Fund pays each Director
not affiliated with FAM (each a "non-affiliated Director") an annual fee plus a
fee for each Board meeting attended, and each Fund also pays each member of its
Audit Committee (the "Committee"), which consists of all of the non-affiliated
Directors, an annual fee plus a fee for each Committee 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
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 a Fund 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
either of the Funds.
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 and owned none of the AMPS outstanding at such date. At such date, Mr.
Zeikel, 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.
ITEM 2. SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of each Fund, including a majority of the Directors
who are not interested persons of a Fund, has selected the firm of Deloitte &
Touche LLP ("D&T"), independent auditors, to examine the financial statements of
each Fund for the current fiscal year. Neither Fund knows of any direct or
indirect financial interest of such auditors in the Funds. Such appointment 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 also acts as independent auditors for ML & Co. and all of its
subsidiaries and for most other investment companies for which FAM or MLAM acts
as investment adviser. The fees received by D&T from these other entities are
substantially greater, in the aggregate, than the total fees received by it from
each applicable Fund. The Board of Directors of each Fund considered the fact
that D&T has been
4
<PAGE>
retained as the independent auditors for ML & Co. and the other entities
described above in its evaluation of the independence of D&T with respect to
each applicable Fund.
Representatives of D&T are expected to be present at the Meeting and will
have the opportunity to make a statement if they so desire and to respond to
questions from stockholders.
ADDITIONAL INFORMATION
The expenses of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the Funds.
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. The Funds may also hire proxy solicitors at their own expense.
In order to obtain the necessary quorum at the Meeting (i.e., a majority of
the shares of each class of securities 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 each Fund. It
is anticipated that the cost of such supplementary solicitation, if any, will be
nominal.
All shares represented by properly executed proxies, unless such proxies
have previously been revoked, will be voted at the Meeting in accordance with
the directions on the proxies; if no direction is indicated, the shares will be
voted "FOR" the Director nominees and "FOR" the ratification of D&T as
independent auditors.
With respect to Item 1, "Election of Directors," holders of AMPS, voting
separately as a class, are entitled to elect two Directors and holders of Common
Stock and AMPS, voting together as a single class, are entitled to elect the
remaining Directors. Assuming a quorum is present, (i) election of the two
Directors to be elected by the holders of AMPS will require the affirmative vote
of a majority of the votes cast by the holders of AMPS, represented at the
Meeting and entitled to vote separately as a class; (ii) election of the
remaining Directors will require the affirmative vote of a majority of the votes
cast by the holders of Common Stock and AMPS represented at the Meeting and
entitled to vote, voting together as a single class; and (iii) approval of Item
2, "Selection of Independent Auditors," will require the affirmative vote of a
majority of the votes cast by the holders of Common Stock and AMPS represented
at the Meeting and entitled to vote, voting together as a single class.
Broker-dealer firms, including Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("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. 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 a 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 purposes of a quorum. MLPF&S has advised each Fund that,
except as limited by agreement or applicable law, it intends to vote shares held
in its name for which no instructions are received on Items 1 and 2 in the same
proportion as the votes received from beneficial
5
<PAGE>
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 not have an effect
on the vote on Item 1 or Item 2.
ADDRESS OF INVESTMENT ADVISER
The principal office of FAM is located at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536.
ANNUAL REPORT DELIVERY
EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR THE
FUND'S LAST FISCAL YEAR. Such requests should be directed to the applicable
Fund, P.O. Box 9011, Princeton, New Jersey 08543-9011, Attention: Philip M.
Mandel, or to 1-800-456-4587 ext. 123.
STOCKHOLDER PROPOSALS
If a stockholder of either Fund intends to present a proposal at the 1999
Annual Meeting of Stockholders of that Fund (the 1999 Annual Meeting of each
Fund is anticipated to be held in December 1999) 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
July 2, 1999.
By Order of the Boards of Directors
PHILIP M. MANDEL
SECRETARY OF THE FUNDS
Dated: October 30, 1998
6
<PAGE>
EXHIBIT A
INFORMATION PERTAINING TO EACH FUND
- - GENERAL INFORMATION PERTAINING TO THE FUNDS
<TABLE>
<CAPTION>
DEFINED TERM
USED IN EXHIBIT STATE OF
FUND A FISCAL YEAR END ORGANIZATION MEETING TIME
- ------------------------------------------------- ---------------- ----------------- ------------ -------------
<S> <C> <C> <C> <C>
MuniHoldings California Insured Fund II, Inc..... CA Fund 6/30 MD 10:00 A.M.
MuniHoldings New York Fund, Inc.................. NY Fund 6/30 MD 11:00 A.M.
</TABLE>
<TABLE>
<CAPTION>
SHARES OUTSTANDING AS OF
THE RECORD DATE
-------------------------
FUND COMMON STOCK AMPS
- --------------------------------------------------------------------------------------- -------------- ---------
<S> <C> <C>
CA Fund................................................................................ 9,806,948 3,840
NY Fund................................................................................ 7,556,667 3,040
</TABLE>
- - INFORMATION PERTAINING TO OFFICERS AND BOARD MEMBERS
<TABLE>
<CAPTION>
YEAR IN WHICH EACH NOMINEE BECAME A MEMBER OF THE BOARD
--------------------------------------------------------------------------
FUND BODURTHA LONDON MARTIN MAY PEROLD ZEIKEL
- -------------------------------------------------- ----------- ----------- ----------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
CA Fund........................................... 1997 1997 1997 1997 1997 1997
NY Fund........................................... 1997 1997 1997 1997 1997 1997
</TABLE>
Set forth in the table below, with respect to each Fund, are the names of
the nominees to be elected by holders of AMPS, voting separately as a class, and
the names of the nominees to be elected by holders of Common Stock and AMPS,
voting together as a single class.
<TABLE>
<CAPTION>
NOMINEES TO BE NOMINEES TO BE ELECTED BY
FUND ELECTED BY HOLDERS OF AMPS HOLDERS OF COMMON STOCK AND AMPS
- ------------ -------------------------- ----------------------------------
<S> <C> <C>
CA Fund..... James H. Bodurtha Herbert I. London
Joseph L. May Robert R. Martin
Andre F. Perold
Arthur Zeikel
NY Fund..... James H. Bodurtha Herbert I. London
Joseph L. May Robert R. Martin
Andre F. Perold
Arthur Zeikel
</TABLE>
A-1
<PAGE>
Set forth in the table below is information regarding board and committee
meetings held and the aggregate fees and expenses paid by the Fund to
non-affiliated Directors during each Fund's most recently completed fiscal year.
<TABLE>
<CAPTION>
BOARD AUDIT COMMITTEE
--------------------------------------- ----------------------------------------- AGGREGATE
# MEETINGS ANNUAL FEE PER MEETING # MEETINGS PER MEETING FEES AND
FUND HELD* ($) FEE ($)** HELD ANNUAL FEE ($) FEE ($)** EXPENSES ($)
- --------------------- ----------- ------------- ----------- ----------- --------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
CA Fund.............. 8 2,500 250 2 500 125 11,459
NY Fund.............. 6 2,500 250 2 500 125 10,255
</TABLE>
- ------------------------
* Including meetings held via teleconferencing equipment.
** The fee is payable for each meeting attended in person. A fee is not paid
for telephonic meetings.
Set forth in the table below is information regarding compensation paid by
the Fund to the non-affiliated Directors for the most recently ended fiscal
year.
<TABLE>
<CAPTION>
COMPENSATION FROM FUND ($)*
-----------------------------------------------------------
FUND BODURTHA LONDON MARTIN MAY PEROLD
- ------------------------------------------------------------ ----------- ----------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C>
CA Fund..................................................... 1,875 1,875 1,875 1,875 1,875
NY Fund..................................................... 1,875 1,875 1,875 1,875 1,875
</TABLE>
- ------------------------
* 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, MLAM ("FAM/MLAM Advised Funds"), to the non-affiliated Directors for
the year ended December 31, 1997.
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION FROM FUND AND
OTHER FAM/MLAM ADVISED FUNDS PAID TO
NAME OF DIRECTOR DIRECTORS ($) (1)
- ------------------------------------------------------------------------ ----------------------------------------
<S> <C>
James H. Bodurtha....................................................... 148,500
Herbert I. London....................................................... 148,500
Robert R. Martin........................................................ 148,500
Joseph L. May........................................................... 148,500
Andre F. Perold......................................................... 148,500
</TABLE>
- ------------------------
(1) The Directors serve on the boards of FAM/MLAM Advised Funds as follows: Mr.
Bodurtha (25 registered investment companies consisting of 43 portfolios);
Mr. London (25 registered investment companies consisting of 43 portfolios);
Mr. Martin (25 registered investment companies consisting of 43 portfolios);
Mr. May (25 registered investment companies consisting of 43 portfolios);
and Mr. Perold (25 registered investment companies consisting of 43
portfolios).
A-2
<PAGE>
Set forth in the table below is information about the officers of each of
the Funds.
OFFICER INFORMATION
<TABLE>
<CAPTION>
NAME AND BIOGRAPHY AGE OFFICE
- ---------------------------------------------------------------- --- --------------------------
OFFICER SINCE
--------------------
NY
CA FUND
FUND ---------
---------
<S> <C> <C> <C> <C>
Arthur Zeikel 66 President 1997 1997
Chairman of MLAM and FAM since 1997; President of MLAM and FAM
from 1977 to 1997; Chairman of Princeton Services since 1997
and Director thereof since 1993; President of Princeton
Services from 1993 to 1997; Executive Vice President of
Merrill Lynch & Co., Inc. since 1990.
Terry K. Glenn 58 Executive Vice President 1997 1997
Executive Vice President of MLAM and FAM since 1983; Executive
Vice President and Director of Princeton Services since 1993;
President of Princeton Funds Distributor, Inc. ("PFD") since
1986 and Director thereof since 1991; President of Princeton
Administrators, L.P. since 1988.
Vincent R. Giordano 54 Senior Vice President 1997 1997
Senior Vice President of FAM and MLAM since 1984; Portfolio
Manager of FAM and MLAM since 1977; Senior Vice President of
Princeton Services since 1993.
Kenneth A. Jacob 47 Vice President 1997 1997
First Vice President of MLAM since 1997; Vice President of
MLAM from 1984 to 1997; Vice President of FAM since 1984.
Robert A. DiMella 32 Vice President 1998 1998
Vice President of MLAM since 1997; Assistant Portfolio Manager
of MLAM from 1993 to 1995; Assistant Portfolio Manager with
Prudential Investment Advisers from 1991 to 1993.
Walter O'Connor 36 Vice President 1997 --
Director (Municipal Tax-Exempt Fund Management) of MLAM since
1997; Vice President of MLAM from 1993 to 1997; Assistant Vice
President of MLAM from 1991 to 1993.
Roberto W. Roffo 32 Vice President -- 1997
Vice President of MLAM since 1996 and a Portfolio Manager
thereof since 1992.
Donald C. Burke 38 Vice President 1997 1997
First Vice President of MLAM since 1997; Vice President of
MLAM from 1990 to 1997; Director of Taxation of MLAM since
1990.
Gerald M. Richard 49 Treasurer 1997 1997
Senior Vice President and Treasurer of MLAM and FAM since
1984; Senior Vice President and Treasurer of Princeton
Services since 1993; Treasurer of PFD since 1984 and Vice
President thereof since 1981.
Philip M. Mandel 51 Secretary 1997 1997
First Vice President of MLAM since 1997; Assistant General
Counsel of MLPF&S from 1989 to 1997.
</TABLE>
A-3
<PAGE>
COMMON STOCK
MUNIHOLDINGS CALIFORNIA INSURED FUND II, 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 Arthur Zeikel, Terry K. Glenn and Philip M.
Mandel 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 MuniHoldings California Insured Fund II, Inc.
(the "Fund") held of record by the undersigned on October 20, 1998 at the annual
meeting of stockholders of the Fund to be held on December 16, 1998 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 or any adjournment thereof. 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)
<PAGE>
Please mark boxes / / or /X/ in blue or black ink.
<TABLE>
<CAPTION>
<S><C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) / / to vote for all nominees listed below / /
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
HERBERT I. LONDON, ROBERT R. MARTIN, ANDRE F. PEROLD, ARTHUR ZEIKEL
2. Proposal to ratify the selection of Deloitte & Touche LLP as the
independent auditors of the Fund to serve for the current fiscal year.
FOR / / AGAINST / / ABSTAIN / /
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: , 1998
-----------------------
X
----------------------------------
Signature
X
----------------------------------
Signature, if held jointly
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
2
<PAGE>
COMMON STOCK
MUNIHOLDINGS NEW YORK FUND, 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 Arthur Zeikel, Terry K. Glenn and Philip M.
Mandel 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 MuniHoldings New York Fund, Inc. (the "Fund")
held of record by the undersigned on October 20, 1998 at the annual meeting of
stockholders of the Fund to be held on December 16, 1998 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 or any adjournment thereof. 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)
3
<PAGE>
Please mark boxes / / or /X/ in blue or black ink.
<TABLE>
<CAPTION>
<S><C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) / / to vote for all nominees listed below / /
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
HERBERT I. LONDON, ROBERT R. MARTIN, ANDRE F. PEROLD, ARTHUR ZEIKEL
2. Proposal to ratify the selection of Deloitte & Touche LLP as the
independent auditors of the Fund to serve for the current fiscal year.
FOR / / AGAINST / / ABSTAIN / /
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: , 1998
-----------------------
X
----------------------------------
Signature
X
----------------------------------
Signature, if held jointly
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
4
<PAGE>
AUCTION MARKET
PREFERRED STOCK
MUNIHOLDINGS CALIFORNIA INSURED FUND II, 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 Arthur Zeikel, Terry K. Glenn and Philip M.
Mandel as proxies, each with the power to appoint his substitute, and hereby
authorizes each of them to represent and to vote, as designated on the reverse
hereof, all the shares of Auction Market Preferred Stock of MuniHoldings
California Insured Fund II, Inc. (the "Fund") held of record by the undersigned
on October 20, 1998 at the annual meeting of stockholders of the Fund to be held
on December 16, 1998 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 or any adjournment thereof. 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)
5
<PAGE>
Please mark boxes / / or /X/ in blue or black ink.
<TABLE>
<CAPTION>
<S><C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) / / to vote for all nominees listed below / /
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
HERBERT I. LONDON, ROBERT R. MARTIN, ANDRE F. PEROLD, ARTHUR ZEIKEL
2. Proposal to ratify the selection of Deloitte & Touche LLP as the
independent auditors of the Fund to serve for the current fiscal year.
FOR / / AGAINST / / ABSTAIN / /
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: , 1998
-----------------------
X
----------------------------------
Signature
X
----------------------------------
Signature, if held jointly
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
6
<PAGE>
AUCTION MARKET
PREFERRED STOCK
MUNIHOLDINGS NEW YORK FUND, 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 Arthur Zeikel, Terry K. Glenn and Philip M.
Mandel as proxies, each with the power to appoint his substitute, and hereby
authorizes each of them to represent and to vote, as designated on the reverse
hereof, all the shares of Auction Market Preferred Stock of MuniHoldings New
York Fund, Inc. (the "Fund") held of record by the undersigned on October 20,
1998 at the annual meeting of stockholders of the Fund to be held on December
16, 1998 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 or any adjournment thereof. 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)
7
<PAGE>
Please mark boxes / / or /X/ in blue or black ink.
<TABLE>
<CAPTION>
<S><C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) / / to vote for all nominees listed below / /
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
HERBERT I. LONDON, ROBERT R. MARTIN, ANDRE F. PEROLD, ARTHUR ZEIKEL
2. Proposal to ratify the selection of Deloitte & Touche LLP as the
independent auditors of the Fund to serve for the current fiscal year.
FOR / / AGAINST / / ABSTAIN / /
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: , 1998
-----------------------
X
----------------------------------
Signature
X
----------------------------------
Signature, if held jointly
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
8
