<PAGE>
As filed with the Securities and Exchange Commission on August 13, 1998
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /x/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / 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
MUNIENHANCED FUND, INC.
MUNIYIELD FUND, INC.
MUNIYIELD QUALITY FUND, INC.
MUNIYIELD QUALITY FUND II, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/x/ 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 state-
ment number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
<PAGE>
MUNIENHANCED FUND, INC.
MUNIYIELD FUND, INC.
MUNIYIELD QUALITY FUND, INC.
MUNIYIELD QUALITY FUND II, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
----------------
NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS
----------------
SEPTEMBER 24, 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
Thursday, September 24, 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
Deloitte & Touche LLP to serve as 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 of Directors has fixed the close of business on July 27, 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 September 10, 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 Board of Directors
Philip M. Mandel
Secretary of the Funds
Plainsboro, New Jersey
Dated: August 13, 1998
<PAGE>
COMBINED PROXY STATEMENT
----------------
MUNIENHANCED FUND, INC.
MUNIYIELD FUND, INC.
MUNIYIELD QUALITY FUND, INC.
MUNIYIELD QUALITY FUND II, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
----------------
1998 ANNUAL MEETING OF STOCKHOLDERS
----------------
SEPTEMBER 24, 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 "Meeting"), to be held at the offices of
Merrill Lynch Asset Management, L.P. ("MLAM"), 800 Scudders Mill Road,
Plainsboro, New Jersey, on Thursday, September 24, 1998 at the time specified
in Exhibit A hereto. The approximate mailing date of this Proxy Statement is
August 14, 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 and for the ratification
of the selection of independent auditors to serve for that 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 July
27, 1998 as the record date (the "Record Date") for the determination of
stockholders entitled to notice of and to vote at the Meetings 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, par value $.10 per share ("Common Stock") and shares of auction market
preferred stock ("AMPS") 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 its outstanding Common Stock or AMPS at such date.
<PAGE>
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.
ITEM 1. ELECTION OF DIRECTORS
At the Meetings, the Board of 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 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 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. 54 Director and Executive Vice President, The
Bodurtha(/1/)(/2/)(/3/).... China Business Group, Inc. since 1996;
36 Popponesset Road 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. 59 John M. Olin Professor of Humanities, New
London(/1/)(/2/)(/3/)...... York University since 1994 and Professor
113-115 University Place thereof since 1980; Dean, Gallatin Division
New York, New York 10003 of New York University from 1972 to 1994;
Distinguished Fellow, Herman Kahn Chair,
Hudson Institute from 1984 to 1985;
Trustee, Hudson Institute since 1980 and
President since 1997; Director, Damon Corp.
from 1991 to 1995; Overseer, Center for
Naval Analyses from 1983 to 1993; Limited
Partner, Hypertech LP in 1996.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
DURING PAST FIVE YEARS
NAME AND ADDRESS AGE AND PUBLIC DIRECTORSHIPS(/1/)
---------------- --- --------------------------------------------
<S> <C> <C>
Robert R. 71 Chairman and Chief Executive Officer,
Martin(/1/)(/2/)(/3/)...... Kinnard Investments, Inc. from 1990 to
513 Grand Hill 1993; Executive Vice President, Dain
St. Paul, Minnesota 55102 Bosworth from 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. 69 Attorney in private practice since 1984;
May(/1/)(/2/)(/3/)......... President, May and Athens Hosiery Mills
424 Church Street Division, Wayne-Gossard Corporation from
Suite 2000 1954 to 1983; Vice President, Wayne-Gossard
Nashville, Tennessee 37219 Corporation from 1972 to 1983; Chairman,
The May Corporation (personal holding
company) from 1972 to 1983; Director,
Signal Apparel Co. from 1972 to 1989.
Andre F. 46 Professor, Harvard Business School since
Perold(/1/)(/2/)(/3/)...... 1989 and Associate Professor from 1983 to
Morgan Hall 1989; Trustee, The Common Fund since 1989;
Soldiers Field Director, Quantec Limited since 1991 and
Boston, Massachusetts 02163 TIBCO from 1994 to 1996.
Arthur Zeikel(/1/)(/3/)*.... 66 Chairman of Fund Asset Management, L.P.
P.O. Box 9011 ("FAM," which term as used herein includes
Princeton, New Jersey its corporate predecessors) and of MLAM
08543-9011 (which term as used herein includes its
corporate predecessors) since 1997;
President of FAM and MLAM from 1977 to
1997; Chairman of Princeton Services, Inc.
("Princeton Services") since 1997, Director
thereof since 1993 and President thereof
from 1993 to 1997; Executive Vice President
of Merrill Lynch & Co., Inc. ("ML & Co.")
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 information, 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 Shares 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 of Directors Meetings. The Board of Directors of each
Fund has a standing Audit Committee, which consists of 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 non-interested Directors have retained independent legal counsel to assist
them in connection with these duties. No Funds' 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 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.
3
<PAGE>
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 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 Michael J. Hennewinkel
inadvertently made a late Form 3 filing reporting his election as a Senior
Vice President of FAM, which report indicated that he owned no shares of any
of the Funds.
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 the Fund and all 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-affiliated Director") an annual fee plus
a fee for each meeting attended, and each Fund also pays each member of its
Audit Committee, which consists of all of the non-affiliated 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 Directors for each Fund's most
recently completed fiscal year is set forth in Exhibit A.
Officers of the Funds. 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
the Funds except as set forth in the table below:
<TABLE>
<CAPTION>
NOMINEE FUND AND CLASS OF SHARES NO. OF SHARES HELD*
- ------- --------------------------------------------- -------------------
<S> <C> <C>
Joseph L. May........... MuniEnhanced Fund, Inc.--Common Stock 1,000
MuniYield Fund, Inc.--Common Stock 1,024
MuniYield Quality Fund, Inc.--Common Stock 1,000
MuniYield Quality Fund II, Inc.--Common Stock 1,000
</TABLE>
- --------
*These holdings represent less than 0.005% of the shares of Common Stock
outstanding.
4
<PAGE>
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 the Fund, has selected the firm of Deloitte
& Touche LLP ("D&T"), independent auditors, to examine the financial
statements of the Fund for the current fiscal year. No Fund knows of any
direct or indirect financial interest of such auditors in the Fund. 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 a Fund. The Board of Directors of each Fund considered the fact that
D&T has been 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 the 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.
LEGAL PROCEEDINGS
On June 21, 1996, a purported class action titled Jack Green, et al. v. Fund
Asset Management, L.P., et al. was filed in the United States District Court
for the District of Massachusetts. Among the named defendants in the action
are seven of the leveraged closed-end municipal bond funds (including each of
the Funds) for which FAM serves as the investment adviser (two of these seven
funds have merged since the commencement of the litigation). In addition to
the named defendants, plaintiffs also purport to bring claims against a
defendant class consisting of all other publicly traded, closed-end investment
companies for which FAM serves as investment adviser and which, among other
things, have issued AMPS. The named plaintiffs, who claim to be investors in
the seven named funds, purport to bring the action on behalf of a class
consisting of all holders of the common stock of the subject funds.
Plaintiffs allege that FAM and other affiliated defendants received
excessive compensation for managing the subject funds. Plaintiffs claim, among
other things, that the registration statements, annual reports and other
documents filed by the funds with the SEC were misleading because such
documents allegedly failed to disclose that proceeds arising from the issuance
of AMPS would be included in a fund's net assets for the purposes of
calculating the investment advisory fee payable to FAM. In addition,
plaintiffs allege that a conflict of interest existed because it would always
be in the defendants' interest to keep the funds fully leveraged to maximize
the advisory fees and collateral compensation notwithstanding adverse market
conditions. Plaintiffs also allege an additional conflict of interest arising
from the receipt by such affiliates of underwriting discounts, or other
5
<PAGE>
revenues in connection with the sale of the AMPS by the funds. The complaint
asserts claims under Sections 8(e), 34(b), 36(a) and 36(b) of the Investment
Company Act and the common law. Plaintiffs seek unspecified monetary damages
as well as injunctive relief.
On August 27, 1996, defendants moved to transfer the action to the United
States Court for the District of New Jersey. By order dated July 16, 1997, the
District Court Judge ordered the case transferred to the District of New
Jersey.
On September 17, 1997, defendants moved to dismiss plaintiffs' complaint on
the ground that, even if the allegations in the complaint were true,
plaintiffs had failed to state a claim upon which relief could be granted. On
February 23, 1998, the Court granted defendants' motion in substantial part
and dismissed plaintiffs' claims under Sections 8(e), 34(b) and 36(a) of the
Investment Company Act with prejudice, but declined to dismiss plaintiffs'
claims under Section 36(b) and state law. Plaintiffs filed a First Amended
Complaint on March 31, 1998, realleging their claims under Section 36(b) and
state law. Defendants filed an Answer on April 30, 1998, denying the
substantive allegations in the First Amended Complaint.
The defendants believe that the plaintiffs' allegations are entirely without
merit and intend to defend the action vigorously. FAM has agreed to indemnify
the named defendant funds (including each of the Funds) for any liabilities or
expenses that they may incur in connection with this litigation.
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
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. 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 the
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, voting separately as a
class, 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; (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.
6
<PAGE>
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 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 purposes of 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, on Items 1 and 2 in the same proportion as the votes received
from 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 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 AND A COPY OF ITS 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: Philip M.
Mandel, or to 1-800-456-4587 ext. 123.
STOCKHOLDER PROPOSALS
If a stockholder intends to present a proposal at the 1999 Annual Meeting of
Stockholders of the Fund, which is anticipated to be held in April 1999 (for
MuniYield Fund, Inc., MuniYield Quality Fund, Inc. and MuniYield Quality Fund
II, Inc.) or May 1999 (for MuniEnhanced Fund, Inc.) 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 November 2, 1998 (for MuniYield Fund, Inc., MuniYield Quality Fund, Inc.
and MuniYield Quality Fund II, Inc.) or December 2, 1998 (for MuniEnhanced
Fund, Inc.).
By Order of the Board of Directors
Philip M. Mandel
Secretary of the Funds
Dated: August 13, 1998
7
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
EXHIBIT A
INFORMATION PERTAINING TO EACH FUND
.. GENERAL INFORMATION PERTAINING TO THE FUNDS
<TABLE>
<CAPTION>
DEFINED TERM STATE OF
FUND USED IN EXHIBIT A FISCAL YEAR END ORGANIZATION MEETING TIME
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MuniEnhanced Fund, Inc. ME Fund 1/31 MD 9:00 a.m.
- ----------------------------------------------------------------------------------
MuniYield Fund, Inc. MY Fund 10/31 MD 12:15 p.m.
- ----------------------------------------------------------------------------------
MuniYield Quality Fund,
Inc. Quality 10/31 MD 12:30 p.m.
- ----------------------------------------------------------------------------------
MuniYield Quality Fund
II, Inc. Quality II 10/31 MD 12:45 p.m.
</TABLE>
<TABLE>
<CAPTION>
SHARES OUTSTANDING AS OF THE RECORD DATE
----------------------------------------
FUND COMMON STOCK AMPS
- ---------------------------------------------------
<S> <C> <C>
ME Fund 29,039,176 6,000
- ---------------------------------------------------
MY Fund 37,420,082 10,000
- ---------------------------------------------------
Quality 30,425,258 8,000
- ---------------------------------------------------
Quality II 22,070,885 6,000
</TABLE>
A-1
<PAGE>
.. INFORMATION PERTAINING TO OFFICERS AND DIRECTORS
<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>
- -----------------------------------------------------------------------
ME Fund 1995 1989 1993 1989 1989 1989
- -----------------------------------------------------------------------
MY Fund 1995 1991 1993 1991 1991 1991
- -----------------------------------------------------------------------
Quality 1995 1992 1993 1992 1992 1992
- -----------------------------------------------------------------------
Quality II 1995 1992 1993 1992 1992 1992
</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 Shares 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>
ME Fund Herbert I. London James H. Bodurtha
Andre F. Perold Robert R. Martin
Joseph L. May
Arthur Zeikel
- -------------------------------------------------------------------------
MY Fund James H. Bodurtha Herbert I. London
Joseph L. May Robert R. Martin
Andre F. Perold
Arthur Zeikel
- -------------------------------------------------------------------------
Quality Joseph L. May James H. Bodurtha
Andre F. Perold Herbert I. London
Robert R. Martin
Arthur Zeikel
- -------------------------------------------------------------------------
Quality II James H. Bodurtha Herbert I. London
Joseph L. May Robert R. Martin
Andre F. Perold
Arthur Zeikel
</TABLE>
A-2
<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 PER MEETING # MEETINGS ANNUAL PER MEETING FEES AND
FUND HELD* FEE ($) FEE ($)** HELD FEE ($) FEE ($)* EXPENSES ($)
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ME Fund 6 5,000 500 4 1,000 250 45,653
- ----------------------------------------------------------------------------------------
MY Fund 6 5,000 500 4 1,000 250 45,500
- ----------------------------------------------------------------------------------------
Quality 6 2,500 250 4 500 125 22,820
- ----------------------------------------------------------------------------------------
Quality II 6 2,500 250 4 500 125 22,888
</TABLE>
*Includes 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 completed
fiscal year.
<TABLE>
<CAPTION>
COMPENSATION FROM FUND ($)*
- -----------------------------------------------------------------------------------------------
FUND BODURTHA LONDON MARTIN MAY PEROLD
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ME Fund 9,000 9,000 9,000 9,000 9,000
- -----------------------------------------------------------------------------------------------
MY Fund 9,000 9,000 9,000 9,000 9,000
- -----------------------------------------------------------------------------------------------
Quality 4,500 4,500 4,500 4,500 4,500
- -----------------------------------------------------------------------------------------------
Quality II 4,500 4,500 4,500 4,500 4,500
</TABLE>
* No pension or retirement benefits are accrued as part of Fund expenses.
A-3
<PAGE>
Set forth in the table below is information regarding the aggregate
compensation paid by all registered investment companies advised by FAM and
its affiliate, MLAM ("FAM/MLAM Advised Funds"), to the non-affiliated
Directors for the year ended December 31, 1997.
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION FROM FUND AND OTHER
NAME OF DIRECTOR FAM/MLAM ADVISED FUNDS PAID TO DIRECTORS ($)(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 (23 registered investment companies consisting of 41
portfolios); Mr. London (23 registered investment companies consisting of
41 portfolios); Mr. Martin (23 registered investment companies consisting
of 41 portfolios); Mr. May (23 registered investment companies consisting
of 41 portfolios); and Mr. Perold (23 registered investment companies
consisting of 41 portfolios).
A-4
<PAGE>
Set forth in the table below is information about the officers of all of the
Funds.
OFFICER INFORMATION
<TABLE>
- -------------------------------------------------------------------------------
<CAPTION>
OFFICER SINCE
-------------------------------------------
NAME AND ME MY QUALITY
BIOGRAPHY AGE OFFICE FUND FUND QUALITY II
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Arthur Zeikel............... 66 President 1989 1991 1992 1992
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
ML & Co., Inc. since 1990.
- -------------------------------------------------------------------------------
Terry K. Glenn.............. 57 Executive Vice 1989 1991 1992 1992
Executive Vice President of President
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......... 53 Senior Vice 1989 1991 1992 1992
Senior Vice President of FAM President
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 1989 1991 1992 1992
First Vice President of MLAM
since 1997; Vice President
of MLAM from 1984 to 1997;
Vice President of FAM since
1984.
- -------------------------------------------------------------------------------
Donald C. Burke............. 38 Vice President 1993 1993 1993 1993
First Vice President of MLAM
since 1997; Vice President
of MLAM from 1990 to 1997;
Director of Taxation of MLAM
since 1990.
- -------------------------------------------------------------------------------
Robert A. DiMella, CFA...... 31 Vice President -- -- -- 1995
Vice President of MLAM since
1997; Assistant Portfolio
Manager of MLAM from 1993 to
1995; Assistant Portfolio
Manager with Prudential
Investment Advisors from
1991 to 1993.
- -------------------------------------------------------------------------------
Hugh T. Hurley, III......... 33 Vice President 1995 -- 1995 --
Vice President of MLAM since
1993; Municipal Bond Broker
with Titus & Donnelly from
1990 to 1993.
</TABLE>
A-5
<PAGE>
OFFICER INFORMATION (CONTINUED)
<TABLE>
- --------------------------------------------------------------------------------
<CAPTION>
OFFICER SINCE
--------------------------
NAME AND ME MY QUALITY
BIOGRAPHY AGE OFFICE FUND FUND QUALITY II
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Theodore R. Jaeckel, Jr...... 38 Vice President -- 1995 -- --
Director (Municipal Tax-
Exempt Fund Management) of
MLAM since 1997; Vice
President of MLAM from 1991
to 1997.
- --------------------------------------------------------------------------------
Gerald M. Richard............ 49 Treasurer 1989 1991 1992 1992
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 1997 1997
First Vice President of MLAM
since 1997; Assistant General
Counsel of MLPF&S from 1989
to 1997.
</TABLE>
A-6
<PAGE>
AUCTION MARKET
PREFERRED STOCK
MUNIENHANCED 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
MuniEnhanced Fund, Inc. (the "Fund") held of record by the undersigned on
July 27, 1998 at the annual meeting of stockholders of the Fund to be held
on September 24, 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.
(Continued and to be signed on the reverse side)
<PAGE>
Please mark boxes [=] or [X] in blue or black ink.
<TABLE>
<S> <C> <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.)
James H. Bodurtha, Herbert I. London, Robert R. Martin, Joseph L. May, 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
MUNIENHANCED 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 Common Stock of MuniEnhanced Fund,
Inc. (the "Fund") held of record by the undersigned on July 27, 1998 at the
annual meeting of stockholders of the Fund to be held on September 24, 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.
(Continued and to be signed on the reverse side)
<PAGE>
Please mark boxes [=] or [X] in blue or black ink.
<TABLE>
<S> <C> <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.)
James H. Bodurtha, Robert R. Martin, Joseph L. May, 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>
AUCTION MARKET
PREFERRED STOCK
MUNIYIELD 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
MuniYield Fund, Inc. (the "Fund") held of record by the undersigned on July
27, 1998 at the annual meeting of stockholders of the Fund to be held on
September 24, 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.
(Continued and to be signed on the reverse side)
<PAGE>
Please mark boxes [=] or [X] in blue or black ink.
<TABLE>
<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.)
James H. Bodurtha, Herbert I. London, Robert R. Martin, Joseph L. May, 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
MUNIYIELD 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 Common Stock of MuniYield Fund,
Inc. (the "Fund") held of record by the undersigned on July 27, 1998 at the
annual meeting of stockholders of the Fund to be held on September 24, 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.
(Continued and to be signed on the reverse side)
<PAGE>
Please mark boxes [=] or [X] in blue or black ink.
<TABLE>
<S> <C> <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>
AUCTION MARKET
PREFERRED STOCK
MUNIYIELD QUALITY 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
MuniYield Quality Fund, Inc. (the "Fund") held of record by the undersigned
on July 27, 1998 at the annual meeting of stockholders of the Fund to be
held on September 24, 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.
(Continued and to be signed on the reverse side)
<PAGE>
Please mark boxes [=] or [X] in blue or black ink.
<TABLE>
<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.)
James H. Bodurtha, Herbert I. London, Robert R. Martin, Joseph L. May, 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
MUNIYIELD QUALITY 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 Common Stock of MuniYield Quality
Fund, Inc. (the "Fund") held of record by the undersigned on July 27, 1998
at the annual meeting of stockholders of the Fund to be held on September
24, 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.
(Continued and to be signed on the reverse side)
<PAGE>
Please mark boxes [=] or [X] in blue or black ink.
<TABLE>
<S> <C> <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.)
James H. Bodurtha, Herbert I. London, Robert R. Martin, 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>
AUCTION MARKET
PREFERRED STOCK
MUNIYIELD QUALITY 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
MuniYield Quality Fund II, Inc. (the "Fund") held of record by the
undersigned on July 27, 1998 at the annual meeting of stockholders of the
Fund to be held on September 24, 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.
(Continued and to be signed on the reverse side)
<PAGE>
Please mark boxes [=] or [X] in blue or black ink.
<TABLE>
<S> <C> <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.)
James H. Bodurtha, Herbert I. London, Robert R. Martin, Joseph L. May, 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
MUNIYIELD QUALITY 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 Common Stock of MuniYield Quality
Fund II, Inc. (the "Fund") held of record by the undersigned on July 27,
1998 at the annual meeting of stockholders of the Fund to be held on
September 24, 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.
(Continued and to be signed on the reverse side)
<PAGE>
Please mark boxes [=] or [X] in blue or black ink.
<TABLE>
<S> <C> <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
