<PAGE>
As filed with the Securities and Exchange Commission on March 20, 2000
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
MuniYield Fund, Inc.
MuniYield Quality Fund, Inc.
MuniYield Quality Fund II, Inc.
---------------------------------------------------------------
(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 statement 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>
MUNIYIELD FUND, INC.
MUNIYIELD QUALITY FUND, INC.
MUNIYIELD QUALITY FUND II, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
----------------
NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS
----------------
APRIL 27, 2000
TO THE STOCKHOLDERS:
Notice is hereby given that the 2000 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, April 27, 2000 at the time specified for each Fund in Exhibit A to
the combined proxy statement for the following purposes:
(1) To elect a 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 of each Fund has fixed the close of business on
February 23, 2000 as the record date for the determination of stockholders
entitled to notice of and to vote at the Meeting or any adjournment thereof.
A complete list of the stockholders of each Fund entitled to vote at the
Meeting will be available and open to the examination of any stockholder of
that Fund for any purpose germane to the Meeting during ordinary business
hours from and after April 13, 2000, at the office of the Funds, 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. If you have been
provided with the opportunity on your proxy card or voting instruction form to
provide voting instructions via telephone or the internet, please take
advantage of these prompt and efficient voting options. The enclosed proxy is
being solicited on behalf of the Board of Directors of each Fund.
If you have any questions regarding the enclosed proxy material or need
assistance in voting your shares, please contact our proxy solicitor,
Shareholder Communications Corporation at 1-800-645-4519.
By Order of the Boards of Directors
Alice A. Pellegrino
Secretary of the Funds
Plainsboro, New Jersey
Dated: March 20, 2000
<PAGE>
COMBINED PROXY STATEMENT
----------------
MUNIYIELD FUND, INC.
MUNIYIELD QUALITY FUND, INC.
MUNIYIELD QUALITY FUND II, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
----------------
2000 ANNUAL MEETING OF STOCKHOLDERS
----------------
APRIL 27, 2000
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 2000 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, April 27, 2000 at the time specified in
Exhibit A hereto. The approximate mailing date of this Proxy Statement is
March 22, 2000.
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 together with the
outstanding 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 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 Fund at the 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 23, 2000
as the record date (the "Record Date") for the determination of stockholders
entitled to notice of and to vote at the Meeting and at any adjournment
thereof. Stockholders on the Record Date will be entitled to one vote for each
share held, with no shares having cumulative voting rights. As of the Record
Date, each Fund had outstanding the number of Shares 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
the outstanding Shares or AMPS at such date.
<PAGE>
The Board 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 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 in Exhibit A 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 five (5) persons designated in Exhibit A 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/). 56 Director and Executive Vice President, The
36 Popponesset Road China Business Group, Inc. since 1996;
Cotuit, Massachusetts 02635 Chairman and Chief Executive Officer, China
Enterprise Management Corporation from 1993
to 1996; Chairman, Berkshire Corporation
since 1980; Partner, Squire, Sanders &
Dempsey from 1980 to 1993.
Terry K. Glenn (/1/)(/3/)* ....... 59 Executive Vice President of FAM and MLAM
P.O. Box 9011 since 1983; Executive Vice President and
Princeton, New Jersey 08593-9011 Director of Princeton Services, Inc.
("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.
Herbert I. London (/1/)(/2/)(/3/). 61 John M. Olin Professor of Humanities, New
2 Washington Square Village York University since 1993 and Professor
New York, New York 10012 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
</TABLE>
2
<PAGE>
<TABLE>
<S> <C> <C>
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.
Joseph L. May (/1/)(/2/)(/3/) ....... 70 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 (/1/)(/2/)(/3/)...... 47 Professor, Harvard Business School since 1989
Morgan Hall and Associate Professor from 1983 to 1989;
Soldiers Field Trustee, The Common Fund since 1989;
Boston, Massachusetts 02163 Director, Quantec Limited from 1991 to 1999;
Director TIBCO from 1994 to 1996; Director,
Genbel Securities Limited and Gensec Bank
since 1999; Director, Gensec Asset Management
since 2000; Director, Bulldogresearch.com
since 2000.
Roberta Cooper Ramo(/1/)(/2/)(/3/)**. 57 Shareholder, Modrall, Sperling, Roehl, Harris
P.O. Box 2168 & Sisk, P.A. since 1993; President, American
500 Fourth Street, N.W. Bar Association from 1995 to 1996 and Member
Albuquerque, New Mexico 87103 of the Board of Governors thereof from 1994
to 1997; Partner, Poole, Kelly & Ramo,
Attorneys at Law, P.C. from 1977 to 1993;
Director, Coopers, Inc. since 1999; Director,
United New Mexico Bank (now Wells Fargo) from
1983 to 1988; Director, First National Bank
of New Mexico (now First Security) from 1975
to 1976.
Arthur Zeikel(/1/)(/3/)*............. 67 Chairman of FAM and MLAM from 1997 to 1999;
300 Woodland Avenue President of FAM and MLAM from 1977 to 1997;
Westfield, New Jersey 07090 Chairman of Princeton Services from 1997 to
1999, Director thereof from 1993 to 1999 and
President thereof from 1993 to 1997;
Executive Vice President of Merrill Lynch &
Co., Inc. ("ML & Co.") from 1990 to 1999.
</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 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.
** On December 15, 1999 the Board of each Fund appointed Ms. Ramo as a Board
member of each of the Funds.
3
<PAGE>
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 Audit
Committee also reviews and nominates candidates to serve as non-interested
Board members. The non-interested Board members have retained independent
legal counsel to assist them in connection with these duties.
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 or she
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, with the exception that (i) Alice A.
Pellegrino inadvertently made late Form 3 filings for all of the Funds
reporting her election as Secretary of the Funds, (ii) Philip M. Mandel, who
retired as Secretary of the Funds on April 30, 1999, inadvertently made late
Form 5 filings for all of the Funds and (iii) Linda L. Federici, Senior Vice
President of MLAM and FAM, inadvertently made a late Form 4 filing with
respect to MuniYield Quality Fund, Inc. during the fiscal year ended October
31, 1998.
Interested Persons. Each Fund considers Messrs. Glenn and Zeikel to be
"interested persons" of the Funds within the meaning of Section 2(a)(19) of
the Investment Company Act because of the positions each holds or has held
with FAM and its affiliates. Mr. Glenn is the President of each Fund.
Compensation of Board Members. The Funds pay fees to each non-interested
Board member for service to the Funds. Each non-interested Board member
receives an aggregate annual retainer of $100,000 for his or her services to
multiple investment companies and portfolios advised by the Investment Adviser
or its affiliates ("Affiliate-advised funds"). As of the date of this Combined
Proxy Statement, the Board members serve on the boards of a number of
Affiliate-advised funds set forth in Exhibit A under "Information Pertaining
to Officers and Board Members." The portion of the annual retainer allocated
to each fund is determined quarterly based on relative net assets of each
fund. In addition, each non-interested Board member receives a fee per in-
person board meeting attended and per in-person Audit Committee meeting
attended. The annual per meeting fees paid to each non-interested Board member
aggregate $60,000 for all Affiliate-advised funds on which such Board members
serve and are allocated equally among those funds. The Funds also reimburse
the non-interested Board members
4
<PAGE>
for actual out-of-pocket expenses relating to attendance at meetings. The
Audit Committee consists of all of the non-interested Board members.
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>
No. of Shares
Nominee Fund Held*
------- --------------------------------------------- -------------
<S> <C> <C>
Terry K.
Glenn MuniYield Fund, Inc.--Common Stock 12,124**
MuniYield Quality Fund, Inc.--Common Stock 4,189**
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**
</TABLE>
- --------
* Rounded to the nearest whole share.
** Represents less than 1/10 of 1% of the shares outstanding.
At the Record Date, the Board members and officers of each Fund as a group
owned in the aggregate 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, a Board member of each Fund, Mr. Glenn, 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 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 that
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 each 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
that 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.
5
<PAGE>
LEGAL PROCEEDINGS
On June 21, 1996, a putative 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. In addition to the
named defendants, plaintiffs also purport to assert 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
also attempted to assert 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. 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 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. Defendants filed
an Answer on April 30, 1998, denying the substantive allegations in the First
Amended Complaint. The Court subsequently granted defendants' motion to
dismiss plaintiffs' state law claims for breach of fiduciary duty and deceit,
holding that Section 36(b) preempted these state law claims. Plaintiffs have
appealed this decision and the Third Circuit has agreed to hear the appeal.
Discovery in the case is ongoing.
The defendants believe that the plaintiffs' allegations are 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.
6
<PAGE>
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.
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. Each Fund has retained Shareholder Communications Corporation, 17 State
Street, New York, New York 10004, to assist in the solicitation of proxies at
a cost to each Fund of approximately $3,500 plus out-of-pocket expenses.
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 and "FOR" the ratification of D&T as
independent auditors of each Fund.
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
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 a plurality of all votes cast by the holders of AMPS,
represented at the Meeting and entitled to vote; and (ii) election of the
remaining Board members will require a plurality of all votes cast by the
holders of Capital Stock represented at the Meeting and entitled to vote,
voting together as a single class. Approval of Item 2. "Ratification of the
Selection of Independent Auditors," will require the affirmative vote of a
majority of votes cast by the holders of shares of Capital Stock represented
at the Meeting and entitled to vote, voting together as a single class. A
"plurality of the votes" means the candidate must receive more votes than any
other candidate for the same position, but not necessarily a majority of votes
cast.
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. The Funds will include shares held of record by broker-dealers
as to which such authority has been granted in its 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 Funds 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.
7
<PAGE>
Management knows of no other matters to be presented at the Meetings.
However, if other matters are presented for a vote at the Meetings or any
adjournments thereof, the proxy holders will vote the Shares and AMPS
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: Alice A. Pellegrino, or to 1-800-456-4587, ext. 123.
Stockholder Proposals
If a stockholder intends to present a proposal at the 2001 Annual Meeting of
Stockholders of a Fund, which is anticipated to be held in April 2001, 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 18, 2000.
By Order of the Boards of Directors
ALICE A. PELLEGRINO
Secretary of the Funds
Dated: March 20, 2000
8
<PAGE>
Exhibit A
INFORMATION PERTAINING TO EACH FUND
.. General Information Pertaining to the Funds
<TABLE>
<CAPTION>
Defined Term Fiscal
Used in Exhibit Year State of Meeting
A End Organization Time
Fund --------------- ------ ------------ ---------
<S> <C> <C> <C> <C>
MuniYield Fund, Inc............... MY Fund 10/31 MD 1:00 p.m.
MuniYield Quality Fund, Inc....... Quality Fund 10/31 MD 1:20 p.m.
MuniYield Quality Fund II, Inc.... Quality Fund II 10/31 MD 1:40 p.m.
</TABLE>
<TABLE>
<CAPTION>
Shares of Capital Stock
Outstanding as of
the Record Date
-----------------------
Shares AMPS
Fund ----------- --------
<S> <C> <C> <C>
MY Fund............................................... 38,317,103 10,000
Quality Fund.......................................... 30,425,258 8,000
Quality Fund II....................................... 22,366,930 6,000
</TABLE>
.. Information Pertaining to Officers and Board Members
<TABLE>
<CAPTION>
Year in Which Each Nominee Became a Member of the Board
--------------------------------------------------------------
Bodurtha Glenn London May Perold Ramo Zeikel
Fund ---------- ------- -------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
MY Fund.......... 1995 1999 1991 1991 1991 1999 1991
Quality Fund..... 1995 1999 1992 1992 1992 1999 1992
Quality Fund II.. 1995 1999 1992 1992 1992 1999 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
Elected by holders of AMPS by Holders of Shares and AMPS
Fund --------------------------------- ---------------------------------------
<S> <C> <C> <C> <C>
MY Fund................. James H. Bodurtha Joseph L. May Terry K. Glenn Andre F. Perold
Herbert I. London Arthur Zeikel
Roberta Cooper Ramo
Quality Fund............ Joseph L. May Andre F. Perold James H. Bodurtha Roberta Cooper Ramo
Terry K. Glenn Arthur Zeikel
Herbert I. London
Quality Fund II......... James H. Bodurtha Joseph L. May Terry K. Glenn Andre F. Perold
Herbert I. London Arthur Zeikel
Roberta Cooper Ramo
</TABLE>
A-1
<PAGE>
Set forth in the table below is information regarding board and committee
meetings held and the aggregate fees and expenses paid by the Fund to non-
affiliated Board members during each Fund's most recently completed fiscal
year.
<TABLE>
<CAPTION>
Board Audit Committee
----------------------- -----------------------
Per Per
# Annual Meeting # Annual Meeting Aggregate
Meetings Fee Fee Meetings Fee Fee Fees and
Held* ($) ($)** Held* ($) ($)** Expenses($)
-------- ------ ------- -------- ------ ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
MY Fund............ 6 5,000 500 4 1,000 250 41,940
Quality Fund....... 6 2,500 250 4 500 125 23,276
Quality Fund II.... 6 2,500 250 4 500 125 23,176
</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 Board members for the most recently completed
fiscal year.
<TABLE>
<CAPTION>
Compensation From Fund ($)+
------------------------------------
Bodurtha London May Perold Ramo(1)
-------- ------ ----- ------ -------
<S> <C> <C> <C> <C> <C>
MY Fund.................................... 9,000 9,000 9,000 9,000 0
Quality Fund............................... 4,500 4,500 4,500 4,500 0
Quality Fund II............................ 4,500 4,500 4,500 4,500 0
</TABLE>
- --------
+ No pension or retirement benefits are accrued as part of Fund expenses.
(1) Ms. Ramo did not join the Boards until December 15, 1999 and received no
compensation in the fiscal years ended October 31, 1999.
Set forth in the table below is information regarding the aggregate
compensation paid by all registered investment companies advised by FAM and
its affiliate ("Affiliate-Advised Funds"), to non-affiliated Board members for
the year ended December 31, 1999.
<TABLE>
<CAPTION>
Aggregate Compensation From Fund and Other
Name of Board Member Affiliate-Advised Funds Paid to Board Members ($)(1)
- -------------------- ----------------------------------------------------
<S> <C>
James H. Bodurtha.......... $133,500
Herbert I. London.......... $133,500
Joseph L. May.............. $133,500
Andre F. Perold............ $133,250
Roberta Cooper Ramo(2)..... 0
</TABLE>
- --------
(1) The Directors serve on the boards of Affiliate-Advised Funds as follows:
Mr. Bodurtha (29 registered investment companies consisting of 43
portfolios); Mr. London (29 registered investment companies consisting of
43 portfolios); Mr. May (29 registered investment companies consisting of
43 portfolios); Mr. Perold (29 registered investment companies consisting
of 43 portfolios); and Ms. Ramo (23 registered investment companies
consisting of 19 portfolios).
(2) Ms. Ramo joined the Boards on December 15, 1999 and received no
compensation in the year ended December 31, 1999.
A-2
<PAGE>
Set forth in the table below is information about the officers of each of the
Funds.
<TABLE>
<CAPTION>
Quality Quality
Name and Biography Age Office MY Fund Fund Fund II
------------------ --- --------------------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Terry K. Glenn............... 59 President 1991* 1992* 1992*
Executive Vice President of
FAM and MLAM 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.......... 55 Senior Vice President 1991 1992 1992
Senior Vice President of FAM
and MLAM since 1984;
Portfolio Manager of FAM and
MLAM since 1977; Senior Vice
President of Princeton
Services since 1993.
Kenneth A. Jacob............. 49 Vice President 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 ............. 39 Vice President 1993 1993 1993
Senior Vice President and Treasurer 1999 1999 1999
Treasurer of FAM and MLAM
since 1999; Senior Vice
President 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....... 33 Vice President -- -- 1995
Vice President of MLAM since
1997; Assistant Portfolio
Manager of MLAM from 1993 to
1995.
Theodore R. Jaeckel, Jr...... 40 Vice President 1995 -- --
Director, Municipal Tax
Exempt Fund Management of
MLAM since 1997; Vice
President of MLAM from 1991
to 1997
Michael Kalinoski............ 29 Vice President -- 1999 --
Vice President and Portfolio
Manager of MLAM since 1999;
Head Municipal Bank Trader
with Strong Funds from 1996
to 1999 and a member of the
municipal bond investment
team of Strong Funds from
1993 to 1996.
Alice A. Pellegrino.......... 40 Secretary 1999 1999 1999
Vice President of MLAM since
1999; Attorney associated
with MLAM since 1997;
Associate with Kirkpatrick &
Lockhart LLP from 1992 to
1997.
</TABLE>
- --------
*Mr. Glenn was elected President of each Fund in 1999. Prior to that he served
as Executive Vice President of each Fund.
A-3
<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 Terry K. Glenn, Donald C. Burke and
Alice A. Pellegrino as proxies, each with the power to appoint his or her
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 23, 2000
at the Annual Meeting of Stockholders of the Fund to be held on April 27, 2000
or any adjournment thereof.
This proxy when properly executed will be voted in the
manner directed herein by the undersigned stockholder. If no
direction is made, this proxy will be voted FOR Proposals 1 and 2.
By signing and dating the reverse side of this card, you authorize
the proxies to vote each proposal as marked, or if not marked, to vote "FOR"
each proposal, and to use their discretion to vote for any other matter as may
properly come before the meeting 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 |o| or |X| in blue or black ink.
<TABLE>
<CAPTION>
<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.)
Terry K. Glenn, Herbert I. London, Andre F. Perold, Roberta Cooper Ramo and
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: 2000
----------------------------------------------------------------
X
--------------------------------------------------------------------------
Signature
X
--------------------------------------------------------------------------
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<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 Terry K. Glenn, Donald C. Burke and
Alice A. Pellegrino as proxies, each with the power to appoint his or her
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 23, 2000 at the Annual Meeting of Stockholders of the Fund to be held
on April 27, 2000 or any adjournment thereof.
This proxy when properly executed will be voted in the
manner directed herein by the undersigned stockholder. If no
direction is made, this proxy will be voted FOR Proposals 1 and 2.
By signing and dating the reverse side of this card, you authorize
the proxies to vote each proposal as marked, or if not marked, to vote "FOR"
each proposal, and to use their discretion to vote for any other matter as may
properly come before the meeting 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 |o| or |X| in blue or black ink.
<TABLE>
<CAPTION>
<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, Terry K. Glenn, Herbert I. London, Joseph L. May, Andre F.
Perold, Roberta Cooper Ramo and 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.
If the undersigned is a broker-dealer, it hereby instructs the proxies, pursuant
to Rule 452 of the New York Stock Exchange, to vote any uninstructed shares of
Auction Market Preferred Stock, in the same proportion as votes cast by holders
of Auction Market Preferred Stock, who have responded to this proxy
solicitation.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney or as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
Dated: 2000
----------------------------------------------------------------
X
--------------------------------------------------------------------------
Signature
X
--------------------------------------------------------------------------
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<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 Terry K. Glenn, Donald C. Burke and
Alice A. Pellegrino as proxies, each with the power to appoint his or her
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
23, 2000 at the Annual Meeting of Stockholders of the Fund to be held on April
27, 2000 or any adjournment thereof.
This proxy when properly executed will be voted in the
manner directed herein by the undersigned stockholder. If no
direction is made, this proxy will be voted FOR Proposals 1 and 2.
By signing and dating the reverse side of this card, you authorize
the proxies to vote each proposal as marked, or if not marked, to vote "FOR"
each proposal, and to use their discretion to vote for any other matter as may
properly come before the meeting 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 |o| or |X| in blue or black ink.
<TABLE>
<CAPTION>
<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.)
Terry K. Glenn, Herbert I. London, Andre F. Perold, Roberta Cooper Ramo
and 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: 2000
----------------------------------------------------------------
X
--------------------------------------------------------------------------
Signature
X
--------------------------------------------------------------------------
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<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 Terry K. Glenn, Donald C. Burke and
Alice A. Pellegrino as proxies, each with the power to appoint his or her
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 23, 2000 at the Annual Meeting of Stockholders of the
Fund to be held on April 27, 2000 or any adjournment thereof.
This proxy when properly executed will be voted in the
manner directed herein by the undersigned stockholder. If no
direction is made, this proxy will be voted FOR Proposals 1 and 2.
By signing and dating the reverse side of this card, you authorize
the proxies to vote each proposal as marked, or if not marked, to vote "FOR"
each proposal, and to use their discretion to vote for any other matter as may
properly come before the meeting 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 |o| or |X| in blue or black ink.
<TABLE>
<CAPTION>
<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, Terry K. Glenn, Herbert I. London, Joseph L. May, Andre F.
Perold, Roberta Cooper Ramo and 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.
If the undersigned is a broker-dealer, it hereby instructs the proxies, pursuant
to Rule 452 of the New York Stock Exchange, to vote any uninstructed shares of
Auction Market Preferred Stock, in the same proportion as votes cast by holders
of Auction Market Preferred Stock, who have responded to this proxy
solicitation.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney or as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
Dated: 2000
----------------------------------------------------------------
X
--------------------------------------------------------------------------
Signature
X
--------------------------------------------------------------------------
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<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 Terry K. Glenn, Donald C. Burke and
Alice A. Pellegrino as proxies, each with the power to appoint his or her
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
23, 2000 at the Annual Meeting of Stockholders of the Fund to be held on April
27, 2000 or any adjournment thereof.
This proxy when properly executed will be voted in the
manner directed herein by the undersigned stockholder. If no
direction is made, this proxy will be voted FOR Proposals 1 and 2.
By signing and dating the reverse side of this card, you authorize
the proxies to vote each proposal as marked, or if not marked, to vote "FOR"
each proposal, and to use their discretion to vote for any other matter as may
properly come before the meeting 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 |o| or |X| in blue or black ink.
<TABLE>
<CAPTION>
<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, Terry K. Glenn, Herbert I. London, Roberta Cooper Ramo and
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: 2000
----------------------------------------------------------------
X
--------------------------------------------------------------------------
Signature
X
--------------------------------------------------------------------------
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<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 Terry K. Glenn, Donald C. Burke and
Alice A. Pellegrino as proxies, each with the power to appoint his or her
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 23, 2000 at the Annual Meeting of Stockholders of the
Fund to be held on April 27, 2000 or any adjournment thereof.
This proxy when properly executed will be voted in the
manner directed herein by the undersigned stockholder. If no
direction is made, this proxy will be voted FOR Proposals 1 and 2.
By signing and dating the reverse side of this card, you authorize
the proxies to vote each proposal as marked, or if not marked, to vote "FOR"
each proposal, and to use their discretion to vote for any other matter as may
properly come before the meeting 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 |o| or |X| in blue or black ink.
<TABLE>
<CAPTION>
<S> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) |_| to vote for all nominees listed below |_|
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.)
James H. Bodurtha, Terry K. Glenn, Herbert I. London, Joseph L. May, Andre F.
Perold, Roberta Cooper Ramo and 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.
If the undersigned is a broker-dealer, it hereby instructs the proxies, pursuant
to Rule 452 of the New York Stock Exchange, to vote any uninstructed shares of
Auction Market Preferred Stock, in the same proportion as votes cast by holders
of Auction Market Preferred Stock, who have responded to this proxy
solicitation.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney or as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
Dated: 2000
----------------------------------------------------------------
X
--------------------------------------------------------------------------
Signature
X
--------------------------------------------------------------------------
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
