MUNIYIELD NEW YORK INSURED FUND INC, DEF 14A, 1998-08-13

MUNIYIELD NEW YORK INSURED FUND INC
DEF 14A, 1998-08-13

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<PAGE>

As filed with the Securities and Exchange Commission on August 13, 1998

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /x/
Filed by a party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of
the Commission Only
/x/ Definitive Proxy Statement (as permitted by Rule
14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

MUNIVEST PENNSYLVANIA INSURED FUND
MUNIYIELD ARIZONA FUND, INC.
MUNIYIELD CALIFORNIA FUND, INC.
MUNIYIELD CALIFORNIA INSURED FUND, INC.
MUNIYIELD CALIFORNIA INSURED FUND II, INC.
MUNIYIELD FLORIDA FUND
MUNIYIELD MICHIGAN FUND, INC.
MUNIYIELD NEW JERSEY FUND, INC.
MUNIYIELD NEW YORK INSURED FUND, INC.
MUNIYIELD NEW YORK INSURED FUND II, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011

- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined.):

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------
(5) Total fee paid:

- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials:

- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration state-
ment number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------
(3) Filing Party:

- --------------------------------------------------------------------------------
(4) Date Filed:
<PAGE>

P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

----------------

NOTICE OF 1998 ANNUAL MEETING OF SHAREHOLDERS

----------------

SEPTEMBER 24, 1998

To The Shareholders:

Notice is hereby given that the 1998 Annual Meeting of Shareholders (the
"Meeting") of each of the above-listed investment companies (each a "Fund"
and, collectively, the "Funds") will be held at the offices of Merrill Lynch
Asset Management, L.P., 800 Scudders Mill Road, Plainsboro, New Jersey, on
Thursday, September 24, 1998 at the time specified in Exhibit A hereto for the
following purposes:

(1) To elect members of the Board of Directors or Trustees of each Fund
to serve for the ensuing year;

(2) To consider and act upon a proposal to ratify the selection of the
independent auditors of each Fund for its current fiscal year; and

(3) To transact such other business as may properly come before the
Meeting or any adjournment thereof.

The Board has fixed the close of business on July 27, 1998 as the record
date for the determination of shareholders entitled to notice of and to vote
at the Meeting or any adjournment thereof.

A complete list of the shareholders of each Fund entitled to vote at the
Meeting will be available and open to the examination of any shareholder of
that Fund for any purpose germane to the Meeting during ordinary business
hours from and after September 10, 1998, at the office of the Fund, 800
Scudders Mill Road, Plainsboro, New Jersey 08536. You are cordially invited to
attend the Meeting. SHAREHOLDERS 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 or Trustees of
the respective Fund.
By Order of the Board

Philip M. Mandel
Secretary of the Funds
Plainsboro, New Jersey
Dated: August 13, 1998
<PAGE>

COMBINED PROXY STATEMENT

----------------

1998 ANNUAL MEETING OF SHAREHOLDERS

----------------

SEPTEMBER 24, 1998

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Boards of the above-listed funds (each a "Fund" and,
collectively, the "Funds"), to be voted at the 1998 Annual Meeting of
Shareholders of each Fund (the "Meeting"), to be held at the offices of
Merrill Lynch Asset Management, L.P. ("MLAM"), 800 Scudders Mill Road,
Plainsboro, New Jersey, on Thursday, September 24, 1998 at the time specified
in Exhibit A hereto. The approximate mailing date of this Proxy Statement is
August 14, 1998.

Each Fund is organized either as a Maryland corporation or a Massachusetts
business trust. In each jurisdiction, nomenclature varies. For ease and
clarity of presentation, throughout the proxy statement shares of common stock
or of beneficial interest of a Fund are referred to as "shares," holders of
shares are referred to as "shareholders," the Board of Directors or Trustees
of each of the Funds is referred to as the "Board," the directors or trustees
of each Fund are referred to as "Board members" and the investment adviser of
each Fund is referred to as the "Investment Adviser" or "FAM."

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 and for the ratification of the
selection of independent auditors to serve for that Fund's current fiscal
year. Any proxy may be revoked at any time prior to the exercise thereof by
giving written notice to the Secretary of the applicable Fund at that Fund's
address indicated above or by voting in person at the Meeting.

The Boards have fixed the close of business on July 27, 1998 as the record
date (the "Record Date") for the determination of shareholders entitled to
notice of and to vote at the Meeting and at any adjournment thereof.
<PAGE>

Shareholders 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 ("Shares") and auction market
preferred shares ("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 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, each Board member of each Fund will be elected to serve
until the next Annual Meeting of Shareholders for such Fund and until his
successor is 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. 54 Director and Executive Vice President, The China
Bodurtha(/1/)(/2/)(/3/).. Business Group, Inc. since 1996; Chairman and
36 Popponesset Road Chief Executive Officer, China Enterprise
Cotuit, Massachusetts Management Corporation from 1993 to 1996;
02635 Chairman, Berkshire Corporation since 1980;
Partner, Squire, Sanders & Dempsey from 1980 to
1993.
Herbert I. 59 John M. Olin Professor of Humanities, New York
London(/1/)(/2/)(/3/).... University since 1994 and Professor thereof
113-115 University Place since 1980; Dean, Gallatin Division of New York
New York, New York 10003 University from 1972 to 1994; Distinguished
Fellow, Herman Kahn Chair, Hudson Institute
from 1984 to 1985; Trustee, Hudson Institute
since 1980 and President since 1997; Director,
Damon Corp. from 1991 to 1995; Overseer, Center
for Naval Analyses from 1983 to 1993; Limited
Partner, Hypertech LP in 1996.
</TABLE>

2
<PAGE>

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
DURING PAST FIVE YEARS
NAME AND ADDRESS AGE AND PUBLIC DIRECTORSHIPS(/1/)
---------------- --- ------------------------------------------------
<S> <C> <C>
Robert R. 71 Chairman and Chief Executive Officer, Kinnard
Martin(/1/)(/2/)(/3/)..... Investments, Inc. from 1990 to 1993; Executive
513 Grand Hill Vice President, Dain Bosworth from 1974 to
St. Paul, Minnesota 55102 1989; Director, Carnegie Capital Management
from 1977 to 1985 and Chairman thereof in 1979;
Director, Securities Industry Association from
1981 to 1982 and Public Securities Association
from 1979 to 1980; Chairman of the Board, WTC
Industries, Inc. in 1994; Trustee, Northland
College since 1992.
Joseph L. 69 Attorney in private practice since 1984;
May(/1/)(/2/)(/3/)........ President, May and Athens Hosiery Mills
424 Church Street Division, Wayne-Gossard Corporation from 1954
Suite 2000 to 1983; Vice President, Wayne-Gossard
Nashville, Tennessee 37219 Corporation from 1972 to 1983; Chairman, The
May Corporation (personal holding company) from
1972 to 1983; Director, Signal Apparel Co. from
1972 to 1989.
Andre F. 46
Perold(/1/)(/2/)(/3/)..... Professor, Harvard Business School since 1989
Morgan Hall and Associate Professor from 1983 to 1989;
Soldiers Field Trustee, The Common Fund since 1989; Director,
Boston, Massachusetts Quantec Limited since 1991 and TIBCO from 1994
02163 to 1996.
Arthur Zeikel(/1/)(/3/)*... 66 Chairman of Fund Asset Management, L.P. ("FAM,"
P.O. Box 9011 which term as used herein includes its
Princeton, New Jersey corporate predecessors) and of MLAM (which term
08543-9011 as used herein includes its corporate
predecessors) since 1997; President of FAM and
MLAM from 1977 to 1997; Chairman of Princeton
Services, Inc. ("Princeton Services") since
1997, Director thereof since 1993 and President
thereof from 1993 to 1997; Executive Vice
President of Merrill Lynch & Co., Inc.
("ML & Co.") since 1990.
</TABLE>
- --------
(1) Each of the nominees is a director, trustee or member of an advisory board
of certain other investment companies for which FAM or MLAM acts as
investment adviser. See "Compensation of 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.

Committee and Board Meetings. The Board 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

3
<PAGE>

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 Board members 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, board members and greater than ten percent
shareholders are required by SEC regulations to furnish the Fund with copies
of all Forms 3, 4 and 5 they file.

Based solely on each Fund's review of the copies of such forms, and
amendments thereto, furnished to it during or with respect to its most recent
fiscal year, and written representations from certain reporting persons that
they were not required to file Form 5 with respect to the most recent fiscal
year, each Fund believes that all of its officers, directors, greater than ten
percent beneficial owners and other persons subject to Section 16 of the
Exchange Act because of the requirements of Section 30 of the Investment
Company Act., i.e., any advisory board member, investment adviser or
affiliated person of the Fund's investment adviser, have complied with all
filing requirements applicable to them with respect to transactions during the
Fund's most recent fiscal year, except that Michael J. Hennewinkel
inadvertently made a late Form 3 filing reporting his election as a Senior
Vice President of FAM, which report indicated that he owned no shares of any
of the Funds.

Interested Persons. Each Fund considers Mr. Zeikel to be an "interested
person" of the Fund within the meaning of Section 2(a)(19) of the Investment
Company Act because of the positions he holds with FAM and its affiliates. Mr.
Zeikel is the President of each Fund and the Chairman of FAM and MLAM.

Compensation of Board Members. The Investment Adviser of each Fund pays all
compensation to all officers of that Fund and all Board members of that Fund
who are affiliated with ML & Co. or its subsidiaries. Each Fund pays each
Board member not affiliated with the Investment Adviser (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 Board member's out-of-pocket expenses
relating to attendance at such meetings. Information with respect to fees and
expenses paid to the Board members for each Fund's most recently completed
fiscal year is set forth in Exhibit A.

Officers of the Fund. Information regarding the officers of each Fund is set
forth in Exhibit A. Officers of a Fund are elected and appointed by the Board
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.

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.

4
<PAGE>

ITEM 2. 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 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
shareholders of each Fund. Unless a contrary specification is made, the
accompanying proxy will be voted in favor of ratifying the selection of such
auditors.

Deloitte & Touche LLP ("D&T") acts as independent auditors for all of the
Funds except MuniYield New York Insured Fund II, Inc., for which Ernst & Young
LLP ("E&Y") acts as independent 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.
Additionally, E&Y also acts as independent auditors for other investment
companies for which FAM or MLAM acts as investment adviser. The fees received
by the independent auditors from these other entities are substantially
greater, in the aggregate, than the total fees received by the independent
auditors from each applicable Fund. The Board considered the fact that the
independent auditors have been retained as the independent auditors for the
other entities described above in its evaluation of the independence of the
independent auditors with respect to each applicable Fund.

Representatives of the independent auditors are expected to be present at
the Meeting and will have the opportunity to make a statement if they so
desire and to respond to questions from shareholders.

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 each
Fund. It is anticipated that the cost of such supplementary solicitation, if
any, will be nominal.

All shares represented by properly executed proxies, unless such proxies
have previously been revoked, will be voted at the Meeting in accordance with
the directions on the proxies; if no direction is indicated, the shares will
be voted "FOR" the Board member nominees and "FOR" the ratification of the
independent auditors.

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 and AMPS, 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

5
<PAGE>

of Shares and AMPS represented at the Meeting and entitled to vote, voting
together as a single class; and (iii) approval of Item 2, "Selection of
Independent Auditors," will require the affirmative vote of a majority of the
votes cast by the holders of Shares and AMPS represented at the Meeting and
entitled to vote, voting together as a single class.

Broker-dealer firms, including Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), holding shares of each Fund in "street name" for the
benefit of their customers and clients will request the instructions of such
customers and clients on how to vote their shares on each Item before the
Meeting. The Funds understand that, under the rules of the New York Stock
Exchange, such broker-dealer firms may, without instructions from their
customers and clients, grant authority to the proxies designated to vote on
the election of 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 their tabulation of the total
number of votes present for purposes of determining whether the necessary
quorum of shareholders exists. Proxies that are returned to a Fund but that
are marked "abstain" or on which a broker-dealer has declined to vote on any
proposal ("broker non-votes") will be counted as present for purposes of a
quorum. MLPF&S has advised each Fund that, except as limited by agreement or
applicable law, it intends to vote shares held in its name for which no
instructions are received on Items 1 and 2 in the same proportion as the votes
received from beneficial owners of those shares for which instructions have
been received, whether or not held in nominee name. Abstentions and broker
non-votes will not be counted as votes cast. Abstentions and broker non-votes,
therefore, will not have an effect on the vote on Item 1 or Item 2.

ADDRESS OF INVESTMENT ADVISER

The principal office of the Investment Adviser is located at 800 Scudders
Mill Road, Plainsboro, New Jersey 08536.

ANNUAL REPORT DELIVERY

EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR THE
FUND'S LAST FISCAL YEAR AND A COPY OF ITS SEMI-ANNUAL REPORT TO ANY
SHAREHOLDER 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.

SHAREHOLDER PROPOSALS

If a shareholder intends to present a proposal at the 1999 Annual Meeting of
Shareholders of the Fund, which is anticipated to be held in April 1999, and
desires to have the proposal included in the Fund's proxy statement and form
of proxy for that meeting, the shareholder must deliver the proposal to the
offices of the Fund by November 2, 1998.

By Order of the Board

Philip M. Mandel
Secretary of the Funds
Dated: August 13, 1998

6
<PAGE>

EXHIBIT A

INFORMATION PERTAINING TO EACH FUND

. GENERAL INFORMATION PERTAINING TO THE FUNDS

<TABLE>
<CAPTION>
DEFINED TERM STATE OF
FUND USED IN EXHIBIT A FISCAL YEAR END ORGANIZATION MEETING TIME
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MuniVest Pennsylvania
Insured Fund MV Penn 10/31 MA 9:45 a.m.
- ----------------------------------------------------------------------------------
MuniYield Arizona Fund,
Inc. MY Ariz 10/31 MD 10:00 a.m.
- ----------------------------------------------------------------------------------
MuniYield California
Fund, Inc. MY Cal 10/31 MD 10:15 a.m.
- ----------------------------------------------------------------------------------
MuniYield California
Insured Fund, Inc. Cal Insured 10/31 MD 10:30 a.m.
- ----------------------------------------------------------------------------------
MuniYield California
Insured Fund II, Inc. Cal Insured II 10/31 MD 10:45 a.m.
- ----------------------------------------------------------------------------------
MuniYield Florida Fund MY Florida 10/31 MA 11:00 a.m.
- ----------------------------------------------------------------------------------
MuniYield Michigan Fund,
Inc. MY Mich 10/31 MD 11:15 a.m.
- ----------------------------------------------------------------------------------
MuniYield New Jersey
Fund, Inc. MY NJ 11/30 MD 11:30 a.m.
- ----------------------------------------------------------------------------------
MuniYield New York
Insured Fund, Inc. NY Insured 10/31 MD 11:45 a.m.
- ----------------------------------------------------------------------------------
MuniYield New York
Insured Fund II, Inc. NY Insured II 10/31 MD 12:00 noon
</TABLE>

<TABLE>
<CAPTION>
SHARES OUTSTANDING AS
OF THE RECORD DATE

FUND SHARES AMPS
- ----------------------------------------
<S> <C> <C>
MV Penn 4,024,856 1,100
- ----------------------------------------
MY Ariz 4,429,326 1,212
- ----------------------------------------
MY Cal 20,832,430 5,600
- ----------------------------------------
Cal Insured 16,328,873 4,000
- ----------------------------------------
Cal Insured II 18,067,037 5,200
- ----------------------------------------
MY Florida 7,917,555 2,200
- ----------------------------------------
MY Mich 7,747,674 2,200
- ----------------------------------------
MY NJ 8,929,089 2,400
- ----------------------------------------
NY Insured 12,256,364 3,400
- ----------------------------------------
NY Insured II 26,592,191 6,960
</TABLE>

A-1
<PAGE>

. 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>
MV Penn 1995 1992 1993 1992 1992 1992
- -----------------------------------------------------------
MY Ariz 1995 1992 1993 1992 1992 1992
- -----------------------------------------------------------
MY Cal 1995 1992 1993 1992 1992 1992
- -----------------------------------------------------------
Cal Insured 1995 1992 1993 1992 1992 1992
- -----------------------------------------------------------
Cal Insured II 1995 1992 1993 1992 1992 1992
- -----------------------------------------------------------
MY Florida 1995 1992 1993 1992 1992 1992
- -----------------------------------------------------------
MY Mich 1995 1992 1993 1992 1992 1992
- -----------------------------------------------------------
MY NJ 1995 1992 1993 1992 1992 1992
- -----------------------------------------------------------
NY Insured 1995 1992 1993 1992 1992 1992
- -----------------------------------------------------------
NY Insured II 1995 1992 1993 1992 1992 1992
</TABLE>

A-2
<PAGE>

Set forth in the table below, with respect to each Fund, are the names of
the nominees to be elected by holders of AMPS, voting separately as a class,
and the names of the nominees to be elected by holders of Shares and AMPS,
voting together as a single class.

<TABLE>
<CAPTION>
NOMINEES TO BE NOMINEES TO BE ELECTED BY
FUND ELECTED BY HOLDERS OF AMPS HOLDERS OF SHARES AND AMPS
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
MV Penn James H. Bodurtha Herbert I. London Andre F. Perold
Joseph L. May Robert R. Martin Arthur Zeikel
- -------------------------------------------------------------------------------
MY Ariz Joseph L. May James H. Bodurtha Robert R. Martin
Andre F. Perold Herbert I. London Arthur Zeikel
- -------------------------------------------------------------------------------
MY Cal Joseph L. May James H. Bodurtha Robert R. Martin
Andre F. Perold Herbert I. London Arthur Zeikel
- -------------------------------------------------------------------------------
Cal Insured Joseph L. May James H. Bodurtha Robert R. Martin
Andre F. Perold Herbert I. London Arthur Zeikel
- -------------------------------------------------------------------------------
Cal Insured II Joseph L. May James H. Bodurtha Robert R. Martin
Andre F. Perold Herbert I. London Arthur Zeikel
- -------------------------------------------------------------------------------
MY Florida Joseph L. May James H. Bodurtha Robert R. Martin
Andre F. Perold Herbert I. London Arthur Zeikel
- -------------------------------------------------------------------------------
MY Mich Joseph L. May James H. Bodurtha Robert R. Martin
Andre F. Perold Herbert I. London Arthur Zeikel
- -------------------------------------------------------------------------------
MY NJ Joseph L. May James H. Bodurtha Robert R. Martin
Andre F. Perold Herbert I. London Arthur Zeikel
- -------------------------------------------------------------------------------
NY Insured Joseph L. May James H. Bodurtha Robert R. Martin
Andre F. Perold Herbert I. London Arthur Zeikel
- -------------------------------------------------------------------------------
NY Insured II Joseph L. May James H. Bodurtha Robert R. Martin
Andre F. Perold Herbert I. London Arthur Zeikel
</TABLE>

A-3
<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>
MV Penn 6 2,500 250 4 500 125 22,908
- ----------------------------------------------------------------------------------
MY Ariz 6 2,500 250 4 500 125 23,100
- ----------------------------------------------------------------------------------
MY Cal 6 2,500 250 4 500 125 22,820
- ----------------------------------------------------------------------------------
Cal Insured 6 2,500 250 4 500 125 22,920
- ----------------------------------------------------------------------------------
Cal Insured II 7 2,500 250 4 500 125 21,145
- ----------------------------------------------------------------------------------
MY Florida 6 2,500 250 4 500 125 22,905
- ----------------------------------------------------------------------------------
MY Mich 6 2,500 250 4 500 125 23,055
- ----------------------------------------------------------------------------------
MY NJ 6 2,500 250 4 500 125 23,020
- ----------------------------------------------------------------------------------
NY Insured 6 2,500 250 4 500 125 22,920
- ----------------------------------------------------------------------------------
NY Insured II 7 2,500 250 4 500 125 22,865
</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.

A-4
<PAGE>

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>
MV Penn 4,500 4,500 4,500 4,500 4,500
- -----------------------------------------------------
MY Ariz 4,500 4,500 4,500 4,500 4,500
- -----------------------------------------------------
MY Cal 4,500 4,500 4,500 4,500 4,500
- -----------------------------------------------------
Cal Insured 4,500 4,500 4,500 4,500 4,500
- -----------------------------------------------------
Cal Insured II 4,500 4,500 4,500 4,500 4,500
- -----------------------------------------------------
MY Florida 4,500 4,500 4,500 4,500 4,500
- -----------------------------------------------------
MY Mich 4,500 4,500 4,500 4,500 4,500
- -----------------------------------------------------
MY NJ 4,500 4,500 4,500 4,500 4,500
- -----------------------------------------------------
NY Insured 4,500 4,500 4,500 4,500 4,500
- -----------------------------------------------------
NY Insured II 4,500 4,500 4,500 4,500 4,500
</TABLE>

* No pension or retirement benefits are accrued as part of Fund expenses.

Set forth in the table below is information regarding the aggregate
compensation paid by all registered investment companies advised by FAM and
its affiliate, MLAM ("FAM/MLAM Advised Funds"), to the non-affiliated Board
members for the year ended December 31, 1997.

<TABLE>
<CAPTION>
AGGREGATE COMPENSATION FROM
FUND AND OTHER FAM/MLAM ADVISED FUNDS
NAME OF BOARD MEMBER PAID TO BOARD MEMBERS ($)(1)
- --------------------------------------------------------------
<S> <C>
James H. Bodurtha 148,500
- --------------------------------------------------------------
Herbert I. London 148,500
- --------------------------------------------------------------
Robert R. Martin 148,500
- --------------------------------------------------------------
Joseph L. May 148,500
- --------------------------------------------------------------
Andre F. Perold 148,500
</TABLE>

(1) The Board members serve on the boards of FAM/MLAM Advised Funds as
follows: Mr. Bodurtha (23 registered investment companies consisting of
41 portfolios); Mr. London (23 registered investment companies consisting
of 41 portfolios); Mr. Martin (23 registered investment companies
consisting of 41 portfolios); Mr. May (23 registered investment companies
consisting of 41 portfolios); and Mr. Perold (23 registered investment
companies consisting of 41 portfolios).

A-5
<PAGE>

Set forth in the table below is information about the officers of all of the
Funds.

OFFICER INFORMATION
<TABLE>
- ------------------------------------------------------------------------------------------------------
<CAPTION>
OFFICER SINCE
---------------------------------------------------
CAL NY
NAME AND MV MY MY CAL INSURED MY MY MY NY INSURED
BIOGRAPHY AGE OFFICE PENN ARIZ CAL INSURED II FLORIDA MICH NJ INSURED II
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Arthur Zeikel........... 66 President 1992 1992 1992 1992 1992 1992 1992 1992 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.
since 1990.
- --------------------------------------------------------------------------------------
Terry K. Glenn.......... 57 Executive 1992 1992 1992 1992 1992 1992 1992 1992 1992 1992
Executive Vice President Vice President
of MLAM and FAM since
1983; Executive Vice
President and Director
of Princeton Services
since 1993; President of
Princeton Funds
Distributor, Inc.
("PFD") since 1986 and
Director thereof since
1991; President of
Princeton
Administrators, L.P.
since 1988.
- --------------------------------------------------------------------------------------
Vincent R. Giordano..... 53 Senior 1992 1992 1992 1992 1992 1992 1992 1992 1992 1992
Senior Vice President of Vice President
FAM and MLAM since 1984;
Portfolio Manager of FAM
and MLAM since 1977;
Senior Vice President of
Princeton Services since
1993.
- --------------------------------------------------------------------------------------
Kenneth A. Jacob........ 47 Vice President 1992 1992 1992 1992 1992 1992 1992 1992 1992 1992
First Vice President of
MLAM since 1997; Vice
President of MLAM from
1984 to 1997; Vice
President of FAM since
1984.
</TABLE>

A-6
<PAGE>

OFFICER INFORMATION (CONTINUED)
<TABLE>
- ------------------------------------------------------------------------------------------------------
<CAPTION>
OFFICER SINCE
---------------------------------------------------
CAL NY
NAME AND MV MY MY CAL INSURED MY MY MY NY INSURED
BIOGRAPHY AGE OFFICE PENN ARIZ CAL INSURED II FLORIDA MICH NJ INSURED II
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Donald C. Burke......... 38 Vice President 1993 1993 1993 1993 1993 1993 1993 1993 1993 1993
First Vice President of
MLAM since 1997; Vice
President of MLAM from
1990 to 1997; Director
of Taxation of MLAM
since 1990.
- --------------------------------------------------------------------------------------
William R. Bock......... 62 Vice President 1997 -- -- -- -- -- -- -- -- --
Vice President of MLAM
since 1989.
- --------------------------------------------------------------------------------------
Robert A. DiMella, CFA.. 31 Vice President -- -- -- -- -- 1995 -- -- -- --
Vice President of MLAM
since 1997; Assistant
Portfolio Manager of
MLAM from 1993 to 1995;
Assistant Portfolio
Manager with Prudential
Investment Advisors from
1991 to 1993.
- --------------------------------------------------------------------------------------
Hugh T. Hurley, III..... 33 Vice President -- 1995 -- -- -- -- -- -- -- --
Vice President of MLAM
since 1993; Municipal
Bond Broker with Titus &
Donnelly from 1990 to
1993.
- --------------------------------------------------------------------------------------
Theodore R. Jaeckel, 38 Vice President -- -- -- -- -- -- -- 1997 -- --
Jr......................
Director (Municipal Tax-
Exempt Fund Management)
of MLAM since 1997; Vice
President of MLAM from
1991 to 1997.
- --------------------------------------------------------------------------------------
Walter C. O'Connor...... 36 Vice President -- -- 1995 -- -- -- -- -- 1995 --
Director (Municipal Tax-
Exempt Fund Management)
of MLAM since 1997; Vice
President of MLAM from
1993 to 1997; Assistant
Vice President of MLAM
from 1991 to 1997.
- --------------------------------------------------------------------------------------
Roberto W. Roffo........ 32 Vice President -- -- -- 1995 1995 -- -- -- -- 1996
Vice President of MLAM
since 1996 and a
Portfolio Manager
thereof since 1992.
</TABLE>

A-7
<PAGE>

A-8
<PAGE>

AUCTION MARKET
PREFERRED SHARES

MUNIVEST PENNSYLVANIA INSURED FUND
P.O. BOX 9011
Princeton, New Jersey 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

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 Auction Market Preferred Shares of MuniVest
Pennsylvania Insured Fund (the "Fund") held of record by the undersigned on
July 27, 1998 at the annual meeting of shareholders of the Fund to be held
on September 24, 1998 or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued and to be signed on the reverse side)
<PAGE>

Please mark boxes [=] or [X] in blue or black ink.

<TABLE>
<S> <C> <C>
1. ELECTION OF TRUSTEES FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [_] to vote for all nominees listed below [_]
</TABLE>

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
James H. Bodurtha, Herbert I. London, Robert R. Martin, Joseph L. May, Andre F.
Perold, Arthur Zeikel

2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent
auditors of the Fund to serve for the current fiscal year.

FOR [_] AGAINST [_] ABSTAIN [_]

3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.

Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing as
attorney or as executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by president
or other authorized officer. If a
partnership, please sign in partnership
name by authorized person.

Dated: , 1998
-------------------------

X
------------------------------------
Signature

X
------------------------------------
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

2
<PAGE>

COMMON SHARES

MUNIVEST PENNSYLVANIA INSURED FUND
P.O. BOX 9011
Princeton, New Jersey 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

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 Common Shares of MuniVest Pennsylvania
Insured Fund (the "Fund") held of record by the undersigned on July 27,
1998 at the annual meeting of shareholders of the Fund to be held on
September 24, 1998 or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued and to be signed on the reverse side)
<PAGE>

Please mark boxes [=] or [X] in blue or black ink.

<TABLE>
<S> <C> <C>
1. ELECTION OF TRUSTEES FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [_] to vote for all nominees listed below [_]
</TABLE>

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Herbert I. London, Robert R. Martin, Andre F. Perold, Arthur Zeikel

2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent
auditors of the Fund to serve for the current fiscal year.

FOR [_] AGAINST [_] ABSTAIN [_]

3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.

Dated: , 1998
-------------------------

X
------------------------------------
Signature

X
------------------------------------
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

2
<PAGE>

AUCTION MARKET
PREFERRED STOCK

MUNIYIELD ARIZONA 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 Arizona Fund, Inc. (the "Fund") held of record by the undersigned
on July 27, 1998 at the annual meeting of stockholders of the Fund to be
held on September 24, 1998 or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes [=] or [X] in blue or black ink.

<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [_] to vote for all nominees listed below [_]
</TABLE>

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.

Dated: , 1998
-------------------------

X
------------------------------------
Signature

X
------------------------------------
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

2
<PAGE>

COMMON STOCK

MUNIYIELD ARIZONA 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 Arizona
Fund, Inc. (the "Fund") held of record by the undersigned on July 27, 1998
at the annual meeting of stockholders of the Fund to be held on September
24, 1998 or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued and to be signed on the reverse side)
<PAGE>

Please mark boxes [=] or [X] in blue or black ink.

<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [_] To vote for all nominees listed below [_]
</TABLE>

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.

Dated: , 1998
-------------------------

X
------------------------------------
Signature

X
------------------------------------
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

2
<PAGE>

AUCTION MARKET
PREFERRED STOCK

MUNIYIELD CALIFORNIA 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 California Fund, Inc. (the "Fund") held of record by the
undersigned on July 27, 1998 at the annual meeting of stockholders of the
Fund to be held on September 24, 1998 or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued and to be signed on the reverse side)
<PAGE>

Please mark boxes [=] or [X] in blue or black ink.

<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [_] to vote for all nominees listed below [_]
</TABLE>

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.

Dated: , 1998
-------------------------

X
------------------------------------
Signature

X
------------------------------------
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

2
<PAGE>

COMMON STOCK

MUNIYIELD CALIFORNIA 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
California Fund, Inc. (the "Fund") held of record by the undersigned on
July 27, 1998 at the annual meeting of stockholders of the Fund to be held
on September 24, 1998 or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued and to be signed on the reverse side)
<PAGE>

Please mark boxes [=] or [X] in blue or black ink.

<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [_] to vote for all nominees listed below [_]
</TABLE>

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.

Dated: , 1998
-------------------------

X
------------------------------------
Signature

X
------------------------------------
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

2
<PAGE>

AUCTION MARKET
PREFERRED STOCK

MUNIYIELD CALIFORNIA INSURED 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 California Insured Fund, Inc. (the "Fund") held of record by the
undersigned on July 27, 1998 at the annual meeting of stockholders of the
Fund to be held on September 24, 1998 or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued and to be signed on the reverse side)
<PAGE>

Please mark boxes [=] or [X] in blue or black ink.

<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [_] to vote for all nominees listed below [_]
</TABLE>

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.

Dated: , 1998
-------------------------

X
------------------------------------
Signature

X
------------------------------------
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

2
<PAGE>

COMMON STOCK

MUNIYIELD CALIFORNIA INSURED 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
California Insured Fund, Inc. (the "Fund") held of record by the
undersigned on July 27, 1998 at the annual meeting of stockholders of the
Fund to be held on September 24, 1998 or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued and to be signed on the reverse side)
<PAGE>

Please mark boxes [=] or [X] in blue or black ink.

<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [_] to vote for all nominees listed below [_]
</TABLE>

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.

Dated: , 1998
-------------------------

X
------------------------------------
Signature

X
------------------------------------
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

2
<PAGE>

AUCTION MARKET
PREFERRED STOCK

MUNIYIELD CALIFORNIA INSURED FUND II, INC.
P.O. BOX 9011
Princeton, New Jersey 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
Philip M. Mandel as proxies, each with the power to appoint his substitute,
and hereby authorizes each of them to represent and to vote, as designated
on the reverse hereof, all the shares of Auction Market Preferred Stock of
MuniYield California Insured Fund II, Inc. (the "Fund") held of record by
the undersigned on July 27, 1998 at the annual meeting of stockholders of
the Fund to be held on September 24, 1998 or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued and to be signed on the reverse side)
<PAGE>

Please mark boxes [=] or [X] in blue or black ink.

<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [_] to vote for all nominees listed below [_]
</TABLE>

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.

Dated: , 1998
-------------------------

X
------------------------------------
Signature

X
------------------------------------
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

2
<PAGE>

COMMON STOCK

MUNIYIELD CALIFORNIA INSURED FUND II, INC.
P.O. BOX 9011
Princeton, New Jersey 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
Philip M. Mandel as proxies, each with the power to appoint his substitute,
and hereby authorizes each of them to represent and to vote, as designated
on the reverse hereof, all the shares of Common Stock of MuniYield
California Insured Fund II, Inc. (the "Fund") held of record by the
undersigned on July 27, 1998 at the annual meeting of stockholders of the
Fund to be held on September 24, 1998 or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued and to be signed on the reverse side)
<PAGE>

Please mark boxes [=] or [X] in blue or black ink.

<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [_] to vote for all nominees listed below [_]
</TABLE>

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.

Dated: , 1998
-------------------------

X
------------------------------------
Signature

X
------------------------------------
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

2
<PAGE>

AUCTION MARKET
PREFERRED SHARES

MUNIYIELD FLORIDA FUND
P.O. BOX 9011
Princeton, New Jersey 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

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 Auction Market Preferred Shares of MuniYield
Florida Fund (the "Fund") held of record by the undersigned on July 27,
1998 at the annual meeting of shareholders of the Fund to be held on
September 24, 1998 or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued and to be signed on the reverse side)
<PAGE>

Please mark boxes [=] or [X] in blue or black ink.

<TABLE>
<S> <C> <C>
1. ELECTION OF TRUSTEES FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [_] to vote for all nominees listed below [_]
</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.

Dated: , 1998
-------------------------

X
------------------------------------
Signature

X
------------------------------------
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

2
<PAGE>

COMMON SHARES

MUNIYIELD FLORIDA FUND
P.O. BOX 9011
Princeton, New Jersey 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

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 Common Shares of MuniYield Florida Fund (the
"Fund") held of record by the undersigned on July 27, 1998 at the annual
meeting of shareholders of the Fund to be held on September 24, 1998 or any
adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued and to be signed on the reverse side)
<PAGE>

Please mark boxes [=] or [X] in blue or black ink.

<TABLE>
<S> <C> <C>
1. ELECTION OF TRUSTEES FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [_] to vote for all nominees listed below [_]
</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.

Dated: , 1998
-------------------------

X
------------------------------------
Signature

X
------------------------------------
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

2
<PAGE>

AUCTION MARKET
PREFERRED STOCK

MUNIYIELD MICHIGAN 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 Michigan Fund, Inc. (the "Fund") held of record by the
undersigned on July 27, 1998 at the annual meeting of stockholders of the
Fund to be held on September 24, 1998 or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued and to be signed on the reverse side)
<PAGE>

Please mark boxes [=] or [X] in blue or black ink.

<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [_] to vote for all nominees listed below [_]
</TABLE>

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.

Dated: , 1998
-------------------------

X
------------------------------------
Signature

X
------------------------------------
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

2
<PAGE>

COMMON STOCK

MUNIYIELD MICHIGAN 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 Michigan
Fund, Inc. (the "Fund") held of record by the undersigned on July 27, 1998
at the annual meeting of stockholders of the Fund to be held on September
24, 1998 or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued and to be signed on the reverse side)
<PAGE>

Please mark boxes [=] or [X] in blue or black ink.

<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [_] to vote for all nominees listed below [_]
</TABLE>

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.

Dated: , 1998
-------------------------

X
------------------------------------
Signature

X
------------------------------------
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

2
<PAGE>

AUCTION MARKET
PREFERRED STOCK

MUNIYIELD NEW JERSEY 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 New Jersey Fund, Inc. (the "Fund") held of record by the
undersigned on July 27, 1998 at the annual meeting of stockholders of the
Fund to be held on September 24, 1998 or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued and to be signed on the reverse side)
<PAGE>

Please mark boxes [=] or [X] in blue or black ink.

<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [_] to vote for all nominees listed below [_]
</TABLE>

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.

Dated: , 1998
-------------------------

X
------------------------------------
Signature

X
------------------------------------
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

2
<PAGE>

COMMON STOCK

MUNIYIELD NEW JERSEY 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 New
Jersey Fund, Inc. (the "Fund") held of record by the undersigned on July
27, 1998 at the annual meeting of stockholders of the Fund to be held on
September 24, 1998 or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued and to be signed on the reverse side)
<PAGE>

Please mark boxes [=] or [X] in blue or black ink.

<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [_] to vote for all nominees listed below [_]
</TABLE>

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.

Dated: , 1998
-------------------------

X
------------------------------------
Signature

X
------------------------------------
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

2
<PAGE>

AUCTION MARKET
PREFERRED STOCK

MUNIYIELD NEW YORK INSURED 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 New York Insured Fund, Inc. (the "Fund") held of record by the
undersigned on July 27, 1998 at the annual meeting of stockholders of the
Fund to be held on September 24, 1998 or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued and to be signed on the reverse side)
<PAGE>

Please mark boxes [=] or [X] in blue or black ink.

<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [_] to vote for all nominees listed below [_]
</TABLE>

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.

Dated: , 1998
-------------------------

X
------------------------------------
Signature

X
------------------------------------
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

2
<PAGE>

COMMON STOCK

MUNIYIELD NEW YORK INSURED 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 New York
Insured Fund, Inc. (the "Fund") held of record by the undersigned on July
27, 1998 at the annual meeting of stockholders of the Fund to be held on
September 24, 1998 or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued and to be signed on the reverse side)
<PAGE>

Please mark boxes [=] or [X] in blue or black ink.

<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [_] to vote for all nominees listed below [_]
</TABLE>

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.

Dated: , 1998
-------------------------

X
------------------------------------
Signature

X
------------------------------------
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

2
<PAGE>

AUCTION MARKET
PREFERRED STOCK

MUNIYIELD NEW YORK INSURED FUND II, INC.
P.O. BOX 9011
Princeton, New Jersey 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
Philip M. Mandel as proxies, each with the power to appoint his substitute,
and hereby authorizes each of them to represent and to vote, as designated
on the reverse hereof, all the shares of Auction Market Preferred Stock of
MuniYield New York Insured Fund II, Inc. (the "Fund") held of record by the
undersigned on July 27, 1998 at the annual meeting of stockholders of the
Fund to be held on September 24, 1998 or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued and to be signed on the reverse side)
<PAGE>

Please mark boxes [=] or [X] in blue or black ink.

<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [_] to vote for all nominees listed below [_]
</TABLE>

2. Proposal to ratify the selection of Ernst & Young 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.

Dated: , 1998
-------------------------

X
------------------------------------
Signature

X
------------------------------------
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

2
<PAGE>

COMMON STOCK

MUNIYIELD NEW YORK INSURED FUND II, INC.
P.O. BOX 9011
Princeton, New Jersey 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
Philip M. Mandel as proxies, each with the power to appoint his substitute,
and hereby authorizes each of them to represent and to vote, as designated
on the reverse hereof, all the shares of Common Stock of MuniYield New York
Insured Fund II, Inc. (the "Fund") held of record by the undersigned on
July 27, 1998 at the annual meeting of stockholders of the Fund to be held
on September 24, 1998 or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.

(Continued and to be signed on the reverse side)
<PAGE>

Please mark boxes [=] or [X] in blue or black ink.

<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [_] to vote for all nominees listed below [_]
</TABLE>

2. Proposal to ratify the selection of Ernst & Young 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.

Dated: , 1998
-------------------------

X
------------------------------------
Signature

X
------------------------------------
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.