AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 3, 1999
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|X| Preliminary proxy statement
|_| Confidential, For Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MUNIYIELD FUND, INC.
MUNIYIELD QUALITY FUND, INC.
MUNIYIELD QUALITY FUND II, INC..
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
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(Name of Registrant as Specified in Its Charter)
Same as above
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| 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 registrations statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
PRELIMINARY COPY
MUNIYIELD FUND, INC.,
MUNIYIELD QUALITY FUND, INC. AND
MUNIYIELD QUALITY FUND II, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
-----------------
NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS
-----------------
APRIL 21, 1999
TO THE STOCKHOLDERS:
Notice is hereby given that the 1999 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, April 21, 1999 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;
(3) To consider and act upon a proposal to approve an amendment to
the Articles Supplementary of each Fund; and
(4) To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The Board of Directors of each Fund has fixed the close of business on
February 24, 1999 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 April 7, 1999, at the offices 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: , 1999
<PAGE>
PRELIMINARY COPY
COMBINED PROXY STATEMENT
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MUNIYIELD FUND, INC.,
MUNIYIELD QUALITY FUND, INC. AND
MUNIYIELD QUALITY FUND II, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
-----------------
1999 ANNUAL MEETING OF STOCKHOLDERS
-----------------
APRIL 21, 1999
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 1999 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 Wednesday, April 21, 1999 at the time specified in
Exhibit A hereto. The approximate mailing date of this Proxy Statement is
March , 1999.
Each Fund is organized as a Maryland corporation. For ease and clarity of
presentation, throughout the proxy statement shares of common stock of a Fund
are referred to as "Shares," the outstanding Shares and auction market
preferred stock ("AMPS") of a Fund are referred to collectively as the
"Capital Stock;" holders of Shares or AMPS are referred to as "stockholders,"
the Board of Directors of each of the Funds is referred to as the "Board," the
directors of each Fund are referred to as "Board members," the investment
adviser of each Fund is referred to as the "Investment Adviser" or "FAM" and
each Fund's Articles of Incorporation (as amended and supplemented) is
referred to as its "charter." Unless otherwise indicated, MLAM and Fund Asset
Management L.P. ("FAM") are together referred to as "MLAM."
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 members, FOR the ratification of
the selection of independent auditors to serve for that Fund's current fiscal
year and FOR the amendment to the Articles Supplementary of the applicable
Fund. 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 each Fund has fixed the close of business on February 24,
1999 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 and the
number of shares of 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 Shares or AMPS at such date.
The Board of each Fund knows of no business other than that mentioned in
Items 1, 2 and 3 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 BOARD MEMBERS
At the Meetings, the Board members 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 Board members to be
elected by holders of AMPS; and
(2) All proxies of the holders of Shares and AMPS, voting together
as a single class, in favor of the four (4) persons designated as Board
members to be elected by holders of Shares and AMPS.
The Board 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
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 Board members 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
36 Popponesset Road Business Group, Inc. since 1996; Chairman and
Cotuit, Massachusetts 02635 Chief Executive Officer, China Enterprise
Management Corporation from 1993 to 1996;
Chairman, Berkshire Corporation since 1980;
Partner, Squire, Sanders & Dempsey from 1980
to 1993.
Herbert I. London(l)(2)(3).......................... 59 John M. Olin Professor of Humanities, New York
113-115 University Place University since 1993 and Professor thereof
New York, New York 10003 since 1980; President, Hudson Institute since
1997 and Trustee thereof since 1980; Dean,
Gallatin Division of New York University from
1976 to 1993; Distinguished Fellow, Herman
Kahn Chair, Hudson Institute from 1984 to
1985; 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(l)(2)(3)........................... 71 Chairman and Chief Executive Officer, Kinnard
513 Grand Hill Investments, Inc. from 1990 to 1993; Executive
St. Paul, Minnesota 55102 Vice President, Dain 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. May(l)(2)(3).............................. 69 Attorney in private practice since 1984;
424 Church Street President, May and Athens Hosiery Mills
Suite 2000 Division, Wayne-Gossard Corporation from 1954
Nashville, Tennessee 37219 to 1983: Vice President, Wayne-Gossard
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. Perold(l)(2)(3)............................ 46 Professor, Harvard Business School since 1989 and
Morgan Hall Associate Professor from 1983 to 1989;
Soldiers Field Trustee, The Common Fund since 1989; Director,
Boston, Massachusetts 02163 Quantec Limited since 1991 and TIBCO from 1994
to 1996.
Arthur Zeikel(1)(3)*................................ 66 Chairman of FAM and of MLAM (which terms as used
P.O. Box 9011 herein include their corporate predecessors)
Princeton, New Jersey 08543-9011 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.
- ------------------------------
(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 Board Members."
(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.
</TABLE>
COMMITTEE AND BOARD MEETINGS. The Board of each Fund has a standing Audit
Committee, which consists of Board members 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
Board members have retained independent legal counsel to assist them in
connection with these duties. No Fund's Board has a nominating committee.
During each Fund's last fiscal year, each of the Board members then in
office attended at least 75% of the aggregate of the total number of meetings
of the Board 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 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) Michael J. Hennewinkel inadvertently
made a late Form 3 filing with respect to each of the Funds reporting his
election as a Senior Vice President of FAM, which report indicated that he
owned no shares of any of the Funds and (ii) Vincent R. Giordano inadvertently
made a late Form 4 filing with respect to MuniYield Quality Fund, Inc.
reporting his purchase of 1,850 Shares of MuniYield Quality Fund, Inc. on
August 31, 1998 for his personal account, which report indicated that after
such purchase he owned an aggregate of 13,600 Shares of MuniYield Quality
Fund, Inc. on August 31, 1998.
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 BOARD MEMBERS. FAM, the investment adviser of each Fund,
pays all compensation to all officers of the Fund and all Board members of the
Fund who are affiliated with ML & Co. or its subsidiaries. Each Fund pays each
Board member not affiliated with FAM (each a "non-affiliated Board member") 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
Board members, an annual fee plus a fee for each meeting attended, together
with such non-affiliated Board member's out-of-pocket expenses relating to
attendance at such meetings. Information with respect to fees and expenses
paid to the non-affiliated Board members 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 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...................... MuniYield Fund, Inc.--Common Stock 1,024
MuniYield Quality Fund, Inc.--Common Stock 1,000
MuniYield Quality Fund II, Inc.--Common Stock 1,000
- ----------
* These holdings represent less than 0.005% of the shares of Common Stock outstanding.
</TABLE>
At the Record Date, the Board members and officers of each Fund as a
group owned an aggregate of less than 1% of the Shares 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 Board member 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. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The Board of each Fund, including a majority of the Board members 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 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 Meetings and
will have the opportunity to make a statement if they so desire and to respond
to questions from stockholders.
ITEM 3. PROPOSED AMENDMENT TO ARTICLES SUPPLEMENTARY
At meetings held January 25, 1999, the Board of each of the Funds
approved amendments to Section 5(c) of the Articles Supplementary of that
Fund. The proposed amendment of Section 5(c) will affect issued and
outstanding AMPS. The proposed amendment is described below and a form of
amended Section 5(c) for each Fund is attached as Exhibit B to this Proxy
Statement. Information about each Fund's Articles Supplementary is included in
Exhibit A. The Board of each Fund has declared the amendment advisable and has
directed that the proposed amendments be submitted to the stockholders of each
of the Funds for approval at the Meeting. The Board recommends that the
stockholders of each Fund approve the proposed amendments to that Fund's
Articles Supplementary.
Currently, the Articles Supplementary of each Fund require the approval
of a majority of a Fund's outstanding shares of AMPS in order to issue any
additional shares of AMPS or any other preferred stock. The proposed amendment
would delete this requirement and permit each Fund, upon Board approval, to
issue additional shares of preferred stock, including AMPS, without obtaining
stockholder approval, provided that such additional preferred stock does not
rank prior to the AMPS or any other outstanding preferred stock in a Fund's
capital structure.
The proposed amendment provides the Board and each Fund with greater
flexibility. The proposed amendment permits the Board members to issue
additional AMPS in order to maintain a Fund's targeted level of financial
leverage without the time delays and costs involved with seeking stockholder
approval each time a Fund wishes to issue additional AMPS.
The issuance of additional AMPS may provide holders of Shares with a
potentially higher yield. The use of leverage, however, involves certain risks
for holders of Shares, including higher volatility of both the net asset value
and the market value of the Shares. Leverage also creates the risk that the
investment return on the Fund's Shares will be reduced to the extent the
dividends paid on preferred stock and other expenses of the preferred stock
exceed the income earned by the Fund on its investments. If the Fund is
liquidated, preferred stockholders will be entitled to receive liquidating
distributions before any distribution is made to holders of Shares.
The fee paid to the Investment Adviser for investment advisory and
management services is based on the Fund's average weekly net assets,
including assets acquired from the sale of preferred stock. Therefore, the fee
paid to the Investment Adviser will increase as a result of any issuance of
additional AMPS or other preferred stock.
Any issuance of additional shares of preferred stock by a Fund must be in
compliance with the 200% asset coverage requirement of Section 18 of the
Investment Company Act. Also, the Funds currently anticipate that any
additional shares of preferred stock to be issued would also be AMPS and that
any such AMPS would be rated by nationally recognized statistical rating
organizations ("NRSROs") as are all currently outstanding AMPS. These NRSROs
in rating the additional AMPS will impose their own asset coverage
requirements on the additional AMPS.
If additional AMPS or other shares of preferred stock are issued by a
Fund, except as indicated below and as otherwise required by applicable law,
holders of shares of any newly issued AMPS or other preferred stock will have
equal voting rights with outstanding Shares and AMPS (one vote per share) and
will vote together with holders of outstanding Shares and AMPS as a single
class.
In connection with the election of a Fund's Board members, holders of
shares of any newly issued AMPS or other preferred stock along with holders of
outstanding AMPS, voting together as a separate class, will be entitled to
elect two of the Fund's Board members, and the remaining Board members will be
elected by all holders of Capital Stock. If at any time dividends on shares of
the Fund's preferred stock shall be unpaid in an amount equal to two full
years' dividends thereon, the holders of any newly issued AMPS or other
preferred stock and outstanding AMPS, voting together as a separate class,
will be entitled to elect a majority of the Fund's Board members until all
dividends in default have been paid or declared and set apart for payment.
Also, the affirmative vote of the holders of any newly issued AMPS or other
preferred stock and the outstanding AMPS, voting together as a separate class,
will be required to approve any plan of reorganization adversely affecting
such shares or any action requiring a vote of security holders under Section
13(a) of the Investment Company Act, including any vote to convert the Fund to
an open-end investment company or to change the Fund's fundamental investment
policies.
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 the
seven named 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
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 District Court for the District of New Jersey. By order dated June 10,
1997, the District Court Judge granted defendants' motion. Plaintiffs objected
to the District Court Judge's order and moved for reconsideration. 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 Meetings in accordance with
the directions on the proxies; if no direction is indicated, the shares will
be voted "FOR" the Board member nominees, "FOR" the ratification of D&T as
independent auditors and "FOR" the amendment to the Articles Supplementary.
With respect to Item 1. "Election of Board Members," holders of AMPS,
voting separately as a class, are entitled to elect two Board members and
holders of shares of Capital Stock, voting together as a single class, are
entitled to elect the remaining Board members. Assuming a quorum is present,
(i) election of the two Board members 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 Board members will require
the affirmative vote of a majority of the votes cast by the holders of Capital
Stock 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 shares of Capital Stock represented at the Meeting and
entitled to vote, voting together as a single class. With respect to Item 3.
"Proposed Amendments To Articles Supplementary," approval of amendment of each
Articles Supplementary will require the affirmative vote of (i) the holders
representing a majority of the outstanding shares of Capital Stock of the
relevant Fund, voting together as a single class, and (ii) the holders
representing a majority of the outstanding AMPS of all series of the relevant
Fund, 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 Board members (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. Broker-dealer firms, including MLPF&S, will not be permitted to
grant voting authority without instructions with respect to amending the
Articles Supplementary (Item 3). 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. Abstentions and broker non-votes will have the same
effect as a vote against Item 3.
Management knows of no other matters to be presented at the annual
meeting. However, if other matters are presented for a vote at the meeting or
any adjournments thereof, the proxy holders will vote the shares represented
by properly executed proxies according to their judgment on those matters.
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 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 of a Fund intends to present a proposal at the 2000
Annual Meeting of Stockholders of that Fund, which is anticipated to be held
in April 2000, 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 __________________, 1999.
<PAGE>
By Order of the Boards
PHILIP M. MANDEL
SECRETARY OF THE FUNDS
Dated: March ___, 1999
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT A
INFORMATION PERTAINING TO EACH FUND
o GENERAL INFORMATION PERTAINING TO THE FUNDS
DEFINED TERM STATE OF
FUND USED IN EXHIBIT A FISCAL YEAR END ORGANIZATION MEETING TIME
<S> <C> <C> <C> <C>
MUNIYIELD FUND, INC. MY Fund 10/31 MD
MUNIYIELD QUALITY FUND, INC. Quality 10/31 MD
MUNIYIELD QUALITY FUND II, INC Quality II 10/31 MD
</TABLE>
<TABLE>
<CAPTION>
SHARES OF CAPITAL STOCK OUTSTANDING AS OF THE RECORD DATE
FUND SHARES AMPS
<S> <C> <C>
MY FUND
QUALITY
QUALITY II
</TABLE>
o 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>
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 of Capital
Stock, voting together as a single class.
<TABLE>
<CAPTION>
NOMINEES TO BE NOMINEES TO BE ELECTED BY
FUND ELECTED BY HOLDERS OF AMPS HOLDERS OF SHARES OF CAPITAL STOCK
<S> <C> <C> <C> <C>
MY FUND James H. Bodurtha Joseph L. May Herbert I. London Andre F. Perold
Robert R. Martin Arthur Zeikel
QUALITY Joseph L. May Andre F. Perold James H. Bodurtha Robert R. Martin
Herbert I. London Arthur Zeikel
QUALITY II James H. Bodurtha Joseph L. May Herbert I. London Andre F. Perold
Robert R. Martin Arthur Zeikel
</TABLE>
<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 Board members 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 ($)
<S> <C> <C> <C> <C> <C> <C> <C>
MY FUND 5,000 500 1,000 250
QUALITY 2,500 250 500 125
QUALITY II 2,500 250 500 125
* Includes meetings held via teleconferencing equipment.
** The fee is payable for each meeting attended in person. A fee is not paid for telephonic meetings.
</TABLE>
Set forth in the table below is information regarding compensation paid
by the Fund to the non-affiliated Board members for the most recently
completed fiscal year.
<TABLE>
<CAPTION>
COMPENSATION FROM FUND ($)*
FUND BODURTHA LONDON MARTIN MAY PEROLD
<S> <C> <C> <C> <C> <C>
MY FUND
QUALITY
QUALITY II
* No pension or retirement benefits are accrued as part of Fund expenses.
</TABLE>
<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 Board
members for the year ended December 31, 1998.
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION FROM FUND AND OTHER
NAME OF BOARD MEMBER FAM/MLAM ADVISED FUNDS PAID TO BOARD MEMBERS ($)(1)
<S> <C>
James H. Bodurtha
Herbert I. London
Robert R. Martin
Joseph L. May
Andre F. Perold
(1) The Directors serve on the boards of FAM/MLAM Advised Funds as follows: Mr. Bodurtha (28 registered investment companies
consisting of 46 portfolios); Mr. London (28 registered investment companies consisting of 46 portfolios); Mr. Martin
(28 registered investment companies consisting of 46 portfolios); Mr. May (28 registered investment companies consisting
of 46 portfolios); and Mr. Perold (28 registered investment companies consisting of 46 portfolios).
</TABLE>
<PAGE>
Set forth in the table below is information about the officers of each of the
Funds.
<TABLE>
<CAPTION>
OFFICER SINCE
NAME AND
BIOGRAPHY AGE OFFICE MY FUND QUALITY QUALITY II
<S> <C> <C> <C> <C> <C>
Arthur Zeikel ......................... 66 President 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......................... 58 Executive 1991 1992 1992
Executive Vice President of MLAM and FAM Vice
since 1983; Executive Vice President and President
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 1998.
Vincent R. Giordano.................... 54 Senior Vice 1991 1992 1992
Senior Vice President of FAM and MLAM since President
1984; Portfolio Manager of FAM and MLAM
since 1977; Senior Vice President
of Princeton Services since 1993.
Kenneth A. Jacob ...................... 48 Vice 1991 1992 1992
First Vice President of MLAM since 1997; President
Vice President of MLAM from 1984 to 1997;
Vice President of FAM since 1984.
Donald C Burke......................... 38 Vice 1993 1993 1993
Senior Vice President and Treasurer of MLAM President 1999 1999 1999
and FAM since 1999; Senior Vice President Treasurer
and Treasurer of Princeton Services since
1999; Vice President of PFD since 1999;
First Vice President of MLAM from 1997 to
1999; Vice President of MLAM from 1990 to
1997; Director of Taxation of MLAM since 1990.
Robert A. DiMella, CFA ................. 32 Vice -- -- 1995
Vice President of MLAM since 1997; Assistant President
Portfolio Manager of MLAM from 1993 to 1995.
Hugh T. Hurley, III ................... 34 Vice -- 1995 --
Vice President of MLAM since 1993. President
Theodore R. Jaeckel, Jr................ 39 Vice 1995 -- --
Director (Municipal Tax-Exempt Fund President
Management) of MLAM since 1997; Vice
President of MLAM from 1991 to 1997.
Philip M. Mandel...................... 51 Secretary 1997 1997 1997
First Vice President of MLAM since 1997;
Assistant General Counsel of MLPF&S from
1989 to 1997.
</TABLE>
<PAGE>
SET FORTH IN THE TABLE BELOW IS INFORMATION ABOUT EACH FUND'S OUTSTANDING AMPS.
FUND SERIES OF AMPS CREATED UNDER ARTICLES
SUPPLEMENTARY
MY FUND A, B, C, D, E Dated December 19, 1991
QUALITY A, B, C, D Dated September 11, 1992
QUALITY II A, B, C Dated October 13, 1993
<PAGE>
EXHIBIT B
PROPOSED AMENDMENT TO ARTICLES SUPPLEMENTARY OF:
MUNIYIELD FUND, INC. SERIES A, B, C, D, AND E
MUNIYIELD QUALITY FUND, INC. SERIES A, B, C, AND D
MUNIYIELD QUALITY FUND II, INC., SERIES A, B, AND C
SECTION 5(C) OF THE ARTICLES SUPPLEMENTARY IS REVISED TO READ, AS FOLLOWS
(THE UNDERLINING INDICATES LANGUAGE ADDED; BRACKETS INDICATE LANGUAGE
DELETED):
Right to Vote with Respect to Certain Other Matters. So long as any
shares of AMPS are outstanding, the Corporation shall not, without the
affirmative vote of the holders of a majority of the shares of the Preferred
Stock Outstanding at the time, voting separately as one class: (i) authorize,
create or issue [, or increase the authorized or issued amount of,] any class
or series of stock ranking prior to the AMPS or [on a parity with] any other
series of Preferred Stock with respect to payment of dividends or the
distribution of assets on liquidation, [or increase the authorized amount of
AMPS or any other Preferred Stock] or (ii) amend, alter or repeal the
provisions of the Charter, whether by merger, consolidation or otherwise, so
as to adversely affect any of the contract rights expressly set forth in the
Charter of holders of shares of AMPS or any other Preferred Stock. To the
extent permitted under the 1940 Act, in the event shares of more than one
series of AMPS are outstanding, the Corporation shall not approve any of the
actions set forth in clause (i) or (ii) which adversely affects the contract
rights expressly set forth in the Charter of a Holder of shares of a series of
AMPS differently than those of a Holder of shares of any other series of AMPS
without the affirmative vote of the holders of at least a majority of the
shares of AMPS of each series adversely affected and outstanding at such time
(each such adversely affected series voting separately as a class). The
Corporation shall notify Moody's and S&P 10 Business Days prior to any such
vote described in clause (i) or (ii). Unless a higher percentage is provided
for under the Charter, the affirmative vote of the holders of a majority of
the outstanding shares of Preferred Stock, including AMPS, voting together as
a single class, will be required to approve any plan of reorganization
(including bankruptcy proceedings) adversely affecting such shares or any
action requiring a vote of security holders under Section 13(a) of the 1940
Act. The class vote of holders of shares of Preferred Stock, including AMPS,
described above will in each case be in addition to a separate vote of the
requisite percentage of shares of Common Stock and shares of Preferred Stock,
including AMPS, voting together as a single class necessary to authorize the
action in question.
PRELIMINARY COPY
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 February 24, 1999 at the annual
meeting of stockholders of the Fund to be held on April 21, 1999 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 , 2 and 3.
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 |_| 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 |_|
(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 Perold and Arthur Zeikel
</TABLE>
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: ______________________, 1999
X_______________________________________________
Signature
X_______________________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
PRELIMINARY COPY
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 February 24, 1999 at the
annual meeting of stockholders of the Fund to be held on April 21, 1999 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, 2 and 3.
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 |_| 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 |_|
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through the nominee's name in the list
below.) James A. Bodurtha, Herbert I. London, Robert R. Martin and Arthur Zeikel
</TABLE>
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:________________________, 1999
X_______________________________________________
Signature
X_______________________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
PRELIMINARY COPY
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 February 24, 1999 at
the annual meeting of stockholders of the Fund to be held on April 21, 1999 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, 2 and 3.
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 |_| 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 |_|
(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 Perold and Arthur Zeikel
</TABLE>
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:_______________________, 1999
X_______________________________________________
Signature
X_______________________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
PRELIMINARY COPY
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 February
24, 1999 at the annual meeting of shareholders of the Fund to be held on April
21, 1999 or any adjournment thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy
will be voted FOR Proposals 1, 2 and 3.
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 |_| 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 |_|
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through the nominee's name in the list
below.) James A. Bodurtha, Herbert I. London, Robert R. Martin, Joseph L. May, Andre F. Perold and Arthur Zeikel
</TABLE>
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. Proposal to approve an amendment to the Articles Supplementary of the Fund.
FOR |_| AGAINST |_| ABSTAIN |_|
4. 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:_______________________, 1999
X_______________________________________________
Signature
X_______________________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
PRELIMINARY COPY
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 February 24, 1999
at the annual meeting of shareholders of the Fund to be held on April 21, 1999
or any adjournment thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy
will be voted FOR Proposals 1, 2 and 3.
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 |_| 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 |_|
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through the nominee's name in the list
below.) James A. Bodurtha, Herbert I. London, Robert R. Martin, Joseph L. May, Andre F. Perold and Arthur Zeikel
</TABLE>
3. 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. Proposal to approve an amendment to the Articles Supplementary of the Fund.
FOR |_| AGAINST |_| ABSTAIN |_|
4. 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:_________________________, 1999
X_______________________________________________
Signature
X_______________________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
PRELIMINARY COPY
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
February 24, 1999 at the annual meeting of stockholders of the Fund to be held
on April 21, 1999 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, 2 and 3.
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 |_| 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 |_|
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through the nominee's name in the list
below.) James A. Bodurtha, Herbert I. London, Robert R. Martin, Joseph L. May, Andre F. Perold and Arthur Zeikel
</TABLE>
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. Proposal to approve an amendment to the Articles Supplementary of the Fund.
FOR |_| AGAINST |_| ABSTAIN |_|
4. 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:__________________________, 1999
X_______________________________________________
Signature
X_______________________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
BROWN & WOOD LLP
ONE WORLD TRADE CENTER
NEW YORK, NEW YORK 10048-0557
Telephone: 212-839-5300
Facsimile: 212-839-5599
March 3, 1999
Via Electronic Filing
- ---------------------
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Division of Investment Management
Re: Preliminary Proxy Materials:
MuniYield Fund, Inc.
MuniYield Quality Fund, Inc.
MuniYield Quality Fund II, Inc.
Dear Sirs:
On behalf of the above referenced funds (together the "Funds" and
individually a "Fund"), we are transmitting herewith for filing pursuant to
Rule 14a-6(a) under the Securities Exchange Act of 1934 preliminary copies of
the Notice of Meeting, Proxy Statement and forms of Proxy, to be furnished to
shareholders of the Funds in connection with the solicitation of proxies for
meetings of the Funds' shareholders scheduled for April 21, 1999.
The meetings are being held for the following purposes: to elect
directors/trustees, to ratify the selection of independent auditors, and to
amend the Articles Supplementary of each Fund to permit the Fund's Board to
issue additional shares of preferred stock without seeking shareholder
approval. Each of the Funds is a closed-end investment company that currently
has outstanding shares of common stock and one or more series of Auction
Market Preferred Stock. The Funds currently intend to file definitive copies
of the proxy material with the Commission and to commence the mailing to
shareholders on or about March 15, 1999. We would appreciate receiving any
comments you may have on the materials in keeping with this schedule.
For your information, we will also be filing this week proxy
materials on behalf of certain other closed-end funds advised by Fund Asset
Management, L.P. with the same meeting date and for the same purposes.
Please direct any comments with respect to the above to the
undersigned at (212) 839-5583 or to Frank P. Bruno of this firm at (212)
839-5540.
Very truly yours,
Ellen W. Harris
cc: Keith O'Connell
