AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 3, 1999
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|X| Preliminary proxy statement
|_| Confidential, For Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MUNIVEST PENNSYLVANIA INSURED FUND
MUNIYIELD ARIZONA FUND, INC.
MUNIYIELD FLORIDA FUND
MUNIYIELD MICHIGAN FUND, INC.
MUNIYIELD NEW JERSEY FUND, INC.
MUNIYIELD CALIFORNIA FUND, INC.
MUNIYIELD CALIFORNIA INSURED FUND, INC.
MUNIYIELD CALIFORNIA INSURED FUND II, 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)
Same as above
- -------------------------------------------------------------------------------
(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 registrations 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:
- -------------------------------------------------------------------------------
PRELIMINARY COPY
MUNIVEST PENNSYLVANIA INSURED FUND,
MUNIYIELD ARIZONA FUND, INC.,
MUNIYIELD FLORIDA FUND,
MUNIYIELD MICHIGAN FUND, INC.,
MUNIYIELD NEW JERSEY FUND, INC.,
MUNIYIELD CALIFORNIA FUND, INC.,
MUNIYIELD CALIFORNIA INSURED FUND, INC.,
MUNIYIELD CALIFORNIA INSURED FUND II, INC.,
MUNIYIELD NEW YORK INSURED FUND, INC.,
MUNIYIELD NEW YORK INSURED FUND II, INC.,
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
-------------------
NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS
-------------------
APRIL 21, 1999
TO THE STOCKHOLDERS:
Notice is hereby given that the 1999 Annual Meeting of Stockholders
(the "Meeting") of each of the above-listed investment companies (each a
"Fund" and, collectively, the "Funds") will be held at the offices of Merrill
Lynch Asset Management, L.P., 800 Scudders Mill Road, Plainsboro, New Jersey,
on Wednesday, April 21, 1999 at the time specified in Exhibit A hereto for the
following purposes:
(1) To elect members of the Board of Directors or Trustees of
each Fund to serve for the ensuing year;
(2)(a) To consider and act upon a proposal to ratify the
selection of Deloitte & Touche LLP to serve as independent auditors
of each Fund (other than MuniYield New York Insured Fund II, Inc.)
for its current fiscal year;
(b) To consider and act upon a proposal to ratify the selection
of Ernst & Young LLP to serve as independent auditors of MuniYield
New York Insured Fund II, Inc. for its current fiscal year;
(3) To consider and act upon a proposal to approve an amendment
to the Articles Supplementary (for Maryland corporations) or
Certificate of Designation (for Massachusetts business trusts) of
each Fund; and
(4) To transact such other business as may properly come before
the Meeting or any adjournment thereof.
The Board of Directors or Trustees of each Fund has fixed the close
of business on February 24, 1999 as the record date for the determination of
stockholders entitled to notice of and to vote at the Meeting or any
adjournment thereof.
A complete list of the stockholders of each Fund entitled to vote at
the Meeting will be available and open to the examination of any stockholder
of that Fund for any purpose germane to the Meeting during ordinary business
hours from and after April 7, 1999, at the offices of the Fund, 800 Scudders
Mill Road, Plainsboro, New Jersey 08536. You are cordially invited to attend
the Meeting. STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON
ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN
IT PROMPTLY IN THE ENVELOPE PROVIDED FOR THIS PURPOSE. The enclosed proxy is
being solicited on behalf of the Board of Directors or Trustees of the
respective Fund.
By Order of the Boards
PHILIP M. MANDEL
SECRETARY OF THE FUNDS
Plainsboro, New Jersey
Dated: , 1999
<PAGE>
PRELIMINARY COPY
SECURITIES AND EXCHANGE COMMISSION ONLY
COMBINED PROXY STATEMENT
-------------------
MUNIVEST PENNSYLVANIA INSURED FUND,
MUNIYIELD ARIZONA FUND, INC.,
MUNIYIELD FLORIDA FUND,
MUNIYIELD MICHIGAN FUND, INC.,
MUNIYIELD NEW JERSEY FUND, INC.,
MUNIYIELD CALIFORNIA FUND, INC.,
MUNIYIELD CALIFORNIA INSURED FUND, INC.,
MUNIYIELD CALIFORNIA INSURED FUND II, INC.,
MUNIYIELD NEW YORK INSURED FUND, INC.,
MUNIYIELD NEW YORK INSURED FUND II, INC.,
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
-------------------
1999 ANNUAL MEETING OF STOCKHOLDERS
-------------------
APRIL 21, 1999
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation of proxies on behalf of the Boards of Directors or Trustees of
the above-listed funds (each a "Fund" and, collectively, the "Funds"), to be
voted at the 1999 Annual Meeting of Stockholders of each Fund (the "Meeting"),
to be held at the offices of Merrill Lynch Asset Management, L.P. ("MLAM"),
800 Scudders Mill Road, Plainsboro, New Jersey, on Wednesday, April 21, 1999
at the time specified in Exhibit A hereto. The approximate mailing date of
this Proxy Statement is March , 1999.
Each Fund is organized 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 beneficial interest of a Fund are referred to as "Shares," the
outstanding Shares and auction market preferred stock ("AMPS") of a Fund are
referred to collectively as the "Capital Stock;" holders of Shares or AMPS are
referred to as "stockholders," the Board of Directors 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," the investment adviser of each Fund
is referred to as the "Investment Adviser" or "FAM" and each Fund's Articles
of Incorporation (as amended or supplemented) or Declaration of Trust is
referred to as its "charter." Unless otherwise indicated, MLAM and Fund Asset
Management L.P. ("FAM") are together referred to as "MLAM."
All properly executed proxies received prior to the Meeting will be
voted at the Meeting in accordance with the instructions marked thereon or
otherwise as provided therein. Unless instructions to the contrary are marked,
proxies will be voted FOR the election of the Board members, FOR the
ratification of the selection of independent auditors to serve for that Fund's
current fiscal year and FOR the amendment to the Articles Supplementary or
Certificate of Designation of the applicable Fund. Any proxy may be revoked at
any time prior to the exercise thereof by giving written notice to the
Secretary of the applicable Fund at that Fund's address indicated above or by
voting in person at the Meeting.
The Board of each Fund has fixed the close of business on February
24, 1999 as the record date (the "Record Date") for the determination of
stockholders entitled to notice of and to vote at the Meeting and at any
adjournment thereof. Stockholders on the Record Date will be entitled to one
vote for each share held, with no shares having cumulative voting rights. As
of the Record Date, each Fund had outstanding the number of Shares and the
number of shares of AMPS indicated in Exhibit A. To the knowledge of each
Fund, as of the Record Date, no person is the beneficial owner of more than
five percent of its outstanding Shares or AMPS at such date.
The Board of each Fund knows of no business other than that
mentioned in Items 1, 2 and 3 of the Notice of Meeting that will be presented
for consideration at the Meeting. If any other matter is properly presented,
it is the intention of the persons named in the enclosed proxy to vote in
accordance with their best judgment.
ITEM 1. ELECTION OF BOARD MEMBERS
At the Meetings, the Board members of each Fund will be elected to
serve until the next Annual Meeting of Stockholders for such Fund and until
their successors are elected and qualified. It is intended that all properly
executed proxies will be voted (unless such authority has been withheld in the
proxy) as follows:
(1) All proxies of the holders of AMPS, voting separately as
a class, in favor of the two (2) persons designated as Board members
to be elected by holders of AMPS; and
(2) All proxies of the holders of Shares and AMPS, voting
together as a single class, in favor of the four (4) persons
designated as Board members to be elected by holders of Shares and
AMPS.
The Board of each Fund knows of no reason why any of these nominees
will be unable to serve, but in the event of any such unavailability, the
proxies received will be voted for such substitute nominee or nominees as the
Board for such Fund may recommend.
Certain information concerning the nominees is set forth below.
Additional information concerning the nominees and other information relevant
to the election of Board members is set forth in Exhibit A.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
DURING PAST FIVE YEARS
NAME AND ADDRESS AGE AND PUBLIC DIRECTORSHIPS(1)
---------------- --- --------------------------------------
<S> <C> <C>
James H. Bodurtha(1)(2)(3)................ 54 Director and Executive Vice President, The China
36 Popponesset Road Business Group, Inc. since 1996; Chairman and
Cotuit, Massachusetts 02635 Chief Executive Officer, China Enterprise
Management Corporation from 1993 to 1996;
Chairman, Berkshire Corporation since 1980;
Partner, Squire, Sanders & Dempsey from 1980
to 1993.
Herbert I. London(l)(2)(3)................ 59 John M. Olin Professor of Humanities, New York
113-115 University Place University since 1993 and Professor thereof
New York, New York 10003 since 1980; President, Hudson Institute since
1997 and Trustee thereof since 1980; Dean,
Gallatin Division of New York University from
1976 to 1993; Distinguished Fellow, Herman
Kahn Chair, Hudson Institute from 1984 to
1985; Director, Damon Corp. from 1991 to 1995;
Overseer, Center for Naval Analyses from 1983
to 1993; Limited Partner, Hypertech LP in
1996.
Robert R. Martin(l)(2)(3)................. 71 Chairman and Chief Executive Officer, Kinnard
513 Grand Hill Investments, Inc. from 1990 to 1993; Executive
St. Paul, Minnesota 55102 Vice President, Dain Bosworth from 1974 to
1989; Director, Carnegie Capital Management
from 1977 to 1985 and Chairman thereof in
1979; Director, Securities Industry
Association from 1981 to 1982 and Public
Securities Association from 1979 to 1980;
Chairman of the Board, WTC Industries, Inc. in
1994; Trustee, Northland College since 1992.
Joseph L. May(l)(2)(3).................... 69 Attorney in private practice since 1984;
424 Church Street President, May and Athens Hosiery Mills
Suite 2000 Division, Wayne-Gossard Corporation from 1954
Nashville, Tennessee 37219 to 1983: Vice President, Wayne-Gossard
Corporation from 1972 to 1983; Chairman, The
May Corporation (personal holding company)
from 1972 to 1983; Director, Signal Apparel
Co. from 1972 to 1989.
Andre F. Perold(l)(2)(3).................. 46 Professor, Harvard Business School since 1989 and
Morgan Hall Associate Professor from 1983 to 1989;
Soldiers Field Trustee, The Common Fund since 1989; Director,
Boston, Massachusetts 02163 Quantec Limited since 1991 and TIBCO from 1994
to 1996.
Arthur Zeikel(1)(3)*...................... 66 Chairman of FAM and of MLAM (which terms as used
P.O. Box 9011 herein include their corporate predecessors)
Princeton, New Jersey 08543-9011 since 1997; President of FAM and MLAM from
1977 to 1997: Chairman of Princeton Services,
Inc. ("Princeton Services") since 1997,
Director thereof since 1993 and President
thereof from 1993 to 1997; Executive Vice
President of Merrill Lynch & Co., Inc. ("ML &
Co.") since 1990.
</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 of each Fund has a standing
Audit Committee, which consists of Board members who are not "interested
persons" of the Fund within the meaning of the Investment Company Act. The
principal purpose of the Audit Committee is to review the scope of the annual
audit conducted by the Fund's independent auditors and the evaluation by such
auditors of the accounting procedures followed by the Fund. The non-interested
Board members have retained independent legal counsel to assist them in
connection with these duties. No Fund's Board has a nominating committee.
During each Fund's last fiscal year, each of the Board members then
in office attended at least 75% of the aggregate of the total number of
meetings of the Board held during the fiscal year and, if a member, of the
total number of meetings of the Audit Committee held during the period for
which he served.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF
1934. Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the officers and directors of each Fund and persons
who own more than ten percent of a registered class of the Fund's equity
securities, to file reports of ownership and changes in ownership on Forms 3,
4 and 5 with the Securities and Exchange Commission ("SEC") and the New York
Stock Exchange (or in the case of MuniYield Arizona Fund, Inc., with the
American Stock Exchange). Officers, directors and greater than ten percent
stockholders are required by SEC regulations to furnish the Fund with copies
of all Forms 3, 4 and 5 they file.
Based solely on each Fund's review of the copies of such forms, and
amendments thereto, furnished to it during or with respect to its most recent
fiscal year, and written representations from certain reporting persons that
they were not required to file Form 5 with respect to the most recent fiscal
year, each Fund believes that all of its officers, directors, greater than ten
percent beneficial owners and other persons subject to Section 16 of the
Exchange Act because of the requirements of Section 30 of the Investment
Company Act, i.e., any advisory board member, investment adviser or affiliated
person of the Fund's investment adviser, have complied with all filing
requirements applicable to them with respect to transactions during the Fund's
most recent fiscal year, except that Michael J. Hennewinkel inadvertently made
a late Form 3 filing with respect to each of the Funds reporting his election
as a Senior Vice President of FAM, which reports 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. FAM, the investment adviser of each
Fund, pays all compensation to all officers of the Fund and all Board members
of the Fund who are affiliated with ML & Co. or its subsidiaries. Each Fund
pays each Board member not affiliated with FAM (each a "non-affiliated Board
member") an annual fee plus a fee for each meeting attended, and each Fund
also pays each member of its Audit Committee, which consists of all of the
non-affiliated Board members, an annual fee plus a fee for each meeting
attended, together with such non-affiliated Board member's out-of-pocket
expenses relating to attendance at such meetings. Information with respect to
fees and expenses paid to the non-affiliated Board members for each Fund's
most recently completed fiscal year is set forth in Exhibit A.
OFFICERS OF THE FUNDS. Information regarding the officers of each
Fund is set forth in Exhibit A. Officers of the Funds are elected and
appointed by the Board and hold office until they resign, are removed or are
otherwise disqualified to serve.
STOCK OWNERSHIP. As of the Record Date, none of the nominees held
shares of the Funds.
At the Record Date, the Board members and officers of each Fund as a
group owned an aggregate of less than 1% of the Shares of the Fund outstanding
at such date and owned none of the AMPS outstanding at such date. At such
date, Mr. Zeikel, an officer and a Board member of each Fund, and the other
officers of each Fund owned an aggregate of less than 1% of the outstanding
shares of common stock of ML & Co.
ITEM 2. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The Board of each Fund (other than MuniYield New York Insured Fund
II, Inc.) including a majority of the Board members who are not interested
persons of the Fund, has selected the firm of Deloitte & Touche LLP ("D&T"),
independent auditors, to examine the financial statements of the Fund for the
current fiscal year. No Fund knows of any direct or indirect financial
interest of such auditors in the Fund. The Board of MuniYield New York Insured
Fund II, Inc., including a majority of the Board members who are not
interested persons of MuniYield New York Insured Fund II, Inc., has selected
the firm of Ernst & Young LLP ("E&Y"), independent auditors, to examine the
financial statements of MuniYield New York Insured Fund II, Inc. for the
current fiscal year. 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 acts as independent auditor for each of the Funds, except
MuniYield New York Insured Fund II, Inc., for which E&Y acts as independent
auditor. D&T also acts as independent auditors for ML & Co. and all of its
subsidiaries and for most other investment companies advised by FAM or MLAM.
E&Y also acts as independent auditors for other investment companies advised
by FAM or MLAM. 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 of
each Fund considered the fact that (i) D&T has been retained as the
independent auditors for ML & Co. and the other entities described above and
(ii) E&Y has been retained as the independent auditors for other investment
companies advised by FAM or MLAM in its evaluation of the independence of the
independent auditors with respect to the Fund.
Representatives of D&T and E&Y are expected to be present at the
Meetings and will have the opportunity to make a statement if they so desire
and to respond to questions from stockholders.
ITEM 3. PROPOSED AMENDMENT TO ARTICLES SUPPLEMENTARY
OR CERTIFICATE OF DESIGNATION
At meetings held January 25, 1999, the Board of each of the Funds
approved amendments to Section 5(c) of the Articles Supplementary or
Certificate of Designation, as applicable, of that Fund. The proposed
amendment of Section 5(c) will affect issued and outstanding AMPS. The
proposed amendment is described below and a form of amended Section 5(c) for
each Fund is attached as Exhibits B-1 through B-6 to this Proxy Statement.
Information about each Fund's jurisdiction of organization and its Articles
Supplementary or Certificate of Designation is included in Exhibit A. The
Board of each Fund has declared the amendment advisable and has directed that
the proposed amendments be submitted to the stockholders of each of the Funds
for approval at the Meeting. The Board recommends that the stockholders of
each Fund approve the proposed amendments to that Fund's Articles
Supplementary or Certificate of Designation.
Currently, the Articles Supplementary or Certificate of Designation
of each Fund require the approval of a majority of a Fund's outstanding shares
of AMPS in order to issue any additional shares of AMPS or any other preferred
stock. The proposed amendment would delete this requirement and permit each
Fund, upon Board approval, to issue additional shares of preferred stock,
including AMPS, without obtaining stockholder approval.
The proposed amendment provides the Board and each Fund with greater
flexibility. The proposed amendment permits the Board members to issue
additional AMPS in order to maintain a Fund's targeted level of financial
leverage without the time delays and costs involved with seeking stockholder
approval each time a Fund wishes to issue additional AMPS.
The issuance of additional AMPS may provide holders of Shares with a
potentially higher yield. The use of leverage, however, involves certain risks
for holders of Shares, including higher volatility of both the net asset value
and the market value of the Shares. Leverage also creates the risk that the
investment return on the Fund's Shares will be reduced to the extent the
dividends paid on preferred stock and other expenses of the preferred stock
exceed the income earned by the Fund on its investments. If the Fund is
liquidated, preferred stockholders will be entitled to receive liquidating
distributions before any distribution is made to holders of Shares.
The fee paid to the Investment Adviser for investment advisory and
management services is based on the Fund's average weekly net assets,
including assets acquired from the sale of preferred stock. Therefore, the fee
paid to the Investment Adviser will increase as a result of any issuance of
additional AMPS or other preferred stock.
Any issuance of additional shares of preferred stock by a Fund must
be in compliance with the 200% asset coverage requirement of Section 18 of the
Investment Company Act. Also, the Funds currently anticipate that any
additional shares of preferred stock to be issued would also be AMPS and that
any such AMPS would be rated by nationally recognized statistical rating
organizations ("NRSROs") as are all currently outstanding AMPS. These NRSROs
in rating the additional AMPS will impose their own asset coverage
requirements on the additional AMPS.
If additional AMPS or other shares of preferred stock are issued by a
Fund, except as indicated below and as otherwise required by applicable law,
holders of shares of any newly issued AMPS or other preferred stock will have
equal voting rights with outstanding Shares and AMPS (one vote per share) and
will vote together with holders of outstanding Shares and AMPS as a single
class.
In connection with the election of a Fund's Board members, holders of
shares of any newly issued AMPS or other preferred stock along with holders of
outstanding AMPS, voting together as a separate class, will be entitled to
elect two of the Fund's Board members, and the remaining Board members will be
elected by all holders of Capital Stock. If at any time dividends on shares of
the Fund's preferred stock shall be unpaid in an amount equal to two full
years' dividends thereon, the holders of any newly issued AMPS or other
preferred stock and outstanding AMPS, voting together as a separate class,
will be entitled to elect a majority of the Fund's Board members until all
dividends in default have been paid or declared and set apart for payment.
Also, the affirmative vote of the holders of any newly issued AMPS or other
preferred stock and the outstanding AMPS, voting together as a separate class,
will be required to approve any plan of reorganization adversely affecting
such shares or any action requiring a vote of security holders under Section
13(a) of the Investment Company Act, including any vote to convert the Fund to
an open-end investment company or to change the Fund's fundamental investment
policies.
The Board of each Fund recommends that the stockholders approve the
proposed amendment to the Articles Supplementary or Certificate of
Designation.
ADDITIONAL INFORMATION
The expenses of preparation, printing and mailing of the enclosed
form of proxy and accompanying Notice and Proxy Statement will be borne by the
Funds in proportion to their respective net assets. The Funds will reimburse
banks, brokers and others for their reasonable expenses in forwarding proxy
solicitation material to the beneficial owners of the shares of the Funds. The
Funds may also hire proxy solicitors at their own expense.
In order to obtain the necessary quorum at the Meeting (i.e., a
majority of the shares of each class of securities of each Fund entitled to
vote at the Meeting, present in person or by proxy), supplementary
solicitation may be made by mail, telephone, telegraph or personal interview
by officers of the Fund. It is anticipated that the cost of such supplementary
solicitation, if any, will be nominal.
All shares represented by properly executed proxies, unless such
proxies have previously been revoked, will be voted at the Meetings in
accordance with the directions on the proxies; if no direction is indicated,
the shares will be voted "FOR" the Board member nominees, "FOR" the
ratification of D&T as independent auditors of each Fund except MuniYield New
York Insured Fund II, Inc. and with respect to MuniYield New York Insured Fund
II, Inc. "FOR" the ratification of E&Y as independent auditors of that Fund
and "FOR" the amendment to the Articles Supplementary or Certificate of
Designation.
With respect to Item 1. "Election of Board Members," holders of AMPS,
voting separately as a class, are entitled to elect two Board members and
holders of shares of Capital Stock, voting together as a single class, are
entitled to elect the remaining Board members. Assuming a quorum is present, (A)
[with respect to the Maryland corporations] (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; (B) [with respect to Massachusetts business trusts], (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 AMPS present at
the Meeting in person or by proxy and (ii) election of the remaining Board
members will require the affirmative vote of a majority of the shares of Capital
Stock present at the Meeting in person or by proxy voting together as a single
class.
With respect to Item 2. "Ratification of Selection of Independent
Auditors," assuming a quorum is present, (A) [with respect to Maryland
corporations] approval will require the affirmative vote of a majority of the
votes cast by the holders of shares of Capital Stock represented at the
Meeting and entitled to vote, voting together as a single class and (B) [with
respect to Massachusetts business trusts] approval will require the
affirmative vote of a majority of the shares of Capital Stock present at the
Meeting in person or by proxy, voting together as a single class.
With respect to Item 3. "Proposed Amendments To Articles
Supplementary or Certificate of Designation," assuming a quorum is present,
(A) [with respect to the Maryland corporations] approval of amendment of each
Articles Supplementary will require the affirmative vote of (i) the holders
representing a majority of the outstanding shares of Capital Stock of the
relevant Fund, voting together as a single class, and (ii) the holders
representing a majority of the outstanding AMPS of all series of the relevant
Fund, voting together as a single class; and (B) [with respect to
Massachusetts business trusts] approval of amendment of each Certificate of
Designation will require the affirmative vote of (i) a majority of the shares
of Capital Stock of the relevant Fund present at the Meeting in person or by
proxy, voting together as a single class and (ii) the affirmative vote of
two-thirds of the AMPS outstanding 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. Broker-dealer firms, including MLPF&S, will not be permitted to
grant voting authority without instructions with respect to amending the
Articles Supplementary or Certificate of Designation (Item 3). The Funds will
include shares held of record by broker-dealers as to which such authority has
been granted in their tabulation of the total number of votes present for
purposes of determining whether the necessary quorum of stockholders exists.
Proxies that are returned to the Fund but that are marked "abstain" or on
which a broker-dealer has declined to vote on any proposal ("broker
non-votes") will be counted as present for purposes of a quorum. MLPF&S has
advised the Fund that it intends to vote shares held in its name for which no
instructions are received, except as limited by agreement or applicable law,
on Items 1 and 2 in the same proportion as the votes received from beneficial
owners of those shares for which instructions have been received, whether or
not held in nominee name. Abstentions and broker non-votes will not be counted
as votes cast. Abstentions and broker non-votes, therefore, will not have an
effect on the vote on Item 1 or Item 2 (in the case of Maryland corporations);
however, abstentions and broker non-votes will have the same effect as a vote
against Item 3 (in the case of Maryland corporations) and as a vote against
Item 1, Item 2 and Item 3 (in the case of Massachusetts business trusts).
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: Philip M. Mandel, or to 1-800-456-4587 ext. 123.
STOCKHOLDER PROPOSALS
If a stockholder of a Fund intends to present a proposal at the 2000
Annual Meeting of Stockholders of that Fund, which is anticipated to be held
in April 2000, and desires to have the proposal included in the Fund's proxy
statement and form of proxy for that meeting, the stockholder must deliver the
proposal to the offices of the Fund by ______________, 1999.
By Order of the Board
PHILIP M. MANDEL
SECRETARY OF THE FUNDS
Dated: March ___, 1999
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT A
INFORMATION PERTAINING TO EACH FUND
o GENERAL INFORMATION PERTAINING TO THE FUNDS
- --------------------------------------------- ---------------------- ---------------- ------------------- ===============
DEFINED TERM STATE OF
FUND USED IN EXHIBIT A FISCAL YEAR END ORGANIZATION MEETING TIME
- --------------------------------------------- ---------------------- ---------------- ------------------- ===============
- --------------------------------------------- ---------------------- ---------------- ------------------- ===============
<S> <C> <C> <C> <C>
MUNIYIELD ARIZONA FUND, INC AZ Fund 10/31 MD
MUNIYIELD CALIFORNIA FUND, INC CA Fund 10/31 MD
MUNIYIELD CALIFORNIA INSURED FUND, INC CA Ins. Fund 10/31 MD
MUNIYIELD CALIFORNIA INSURED FUND II, INC CA Ins. Fund II 10/31 MD
MUNIYIELD FLORIDA FUND FL Fund 10/31 MA
MUNIYIELD MICHIGAN FUND, INC MI Fund 10/31 MD
MUNIYIELD NEW YORK INSURED FUND, INC NY Ins. Fund 10/31 MD
MUNIYIELD NEW YORK INSURED FUND II, INC NY Ins. Fund II 10/31 MD
MUNIYIELD NEW JERSEY FUND, INC NJ Fund 11/30 MD
MUNIVEST PENNSYLVANIA INSURED FUND PA Fund 10/31 MA
</TABLE>
========================== ===========================================
SHARES OF CAPITAL STOCK OUTSTANDING
AS OF THE RECORD DATE
- -------------------------- -------------------------- ----------------
FUND SHARES AMPS
AZ FUND
CA FUND
CA INS. FUND
CA INS. FUND II
FL FUND
MI FUND
NY INS. FUND
NY INS. FUND II
NJ FUND
PA FUND
<PAGE>
o INFORMATION PERTAINING TO OFFICERS AND BOARD MEMBERS
<TABLE>
<CAPTION>
=================================================================================================
YEAR IN WHICH EACH NOMINEE BECAME A MEMBER OF THE BOARD
- -------------------------------------------------------------------------------------------------
FUND BODURTHA LONDON MARTIN MAY PEROLD ZEIKEL
- -------------------- ------------ ---------- ---------- -------- ---------- ==========
<S> <C> <C> <C> <C> <C> <C>
AZ FUND 1995 1992 1993 1992 1992 1992
CA FUND 1995 1992 1993 1992 1992 1992
CA INS. FUND 1995 1992 1993 1992 1992 1992
CA INS. FUND II 1995 1992 1993 1992 1992 1992
FL FUND 1995 1992 1993 1992 1992 1992
MI FUND 1995 1992 1993 1992 1992 1992
NY INS. FUND 1995 1992 1993 1992 1992 1992
NY INS. FUND II 1995 1992 1993 1992 1992 1992
NJ FUND 1995 1992 1993 1992 1992 1992
PA FUND 1995 1992 1993 1992 1992 1992
</TABLE>
Set forth in the table below, with respect to each Fund, are the
names of the nominees to be elected by holders of AMPS, voting separately as a
class, and the names of the nominees to be elected by holders of shares of
Capital Stock, voting together as a single class.
<TABLE>
<CAPTION>
======================== ============================================ ====================================================
NOMINEES TO BE NOMINEES TO BE ELECTED BY
FUND ELECTED BY HOLDERS OF AMPS HOLDERS OF SHARES OF CAPITAL STOCK
- ------------------------ -------------------------------------------- ----------------------------------------------------
<S> <C> <C> <C> <C>
AZ FUND Joseph L. May Andre F. Perold James H. Bodurtha Robert R. Martin
Herbert I. London Arthur Zeikel
CA FUND Joseph L. May Andre F. Perold James H. Bodurtha Robert R. Martin
Herbert I. London Arthur Zeikel
CA INS. FUND Joseph L. May Andre F. Perold James H. Bodurtha Robert R. Martin
Herbert I. London Arthur Zeikel
CA INS. FUND II Joseph L. May Andre F. Perold James H. Bodurtha Robert R. Martin
Herbert I. London Arthur Zeikel
FL FUND Joseph L. May Andre F. Perold James H. Bodurtha Robert R. Martin
Herbert I. London Arthur Zeikel
MI FUND Joseph L. May Andre F. Perold James H. Bodurtha Robert R. Martin
Herbert I. London Arthur Zeikel
NY INS. FUND Joseph L. May Andre F. Perold James H. Bodurtha Robert R. Martin
Herbert I. London Arthur Zeikel
NY INS. FUND II Joseph L. May Andre F. Perold James H. Bodurtha Robert R. Martin
Herbert I. London Arthur Zeikel
NJ FUND Joseph L. May Andre F. Perold James H. Bodurtha Robert R. Martin
Herbert I. London Arthur Zeikel
PA FUND James H. Bodurtha Joseph L. May Herbert I. London Andre F. Perold
Robert R. Martin Arthur Zeikel
</TABLE>
<PAGE>
Set forth in the table below is information regarding board and
committee meetings held and the aggregate fees and expenses paid by the Fund
to non-affiliated Board members during each Fund's most recently completed
fiscal year.
<TABLE>
<CAPTION>
- ----------------- ---------------------------------------- -------------------------------------------------- ------------------
FUND BOARD AUDIT COMMITTEE
- ----------------- ---------------------------------------- -------------------------------------------------- ------------------
AGGREGATE
# MEETINGS ANNUAL PER MEETING # MEETINGS ANNUAL PER MEETING FEES AND
FUND HELD* FEE ($) FEE ($) HELD FEE ($) FEE ($)* EXPENSES ($)
<S> <C> <C> <C> <C> <C> <C> <C>
AZ FUND 2,500 250 500 125
CA FUND 2,500 250 500 125
CA INS. FUND 2,500 250 500 125
CA INS. FUND II 2,500 250 500 125
FL FUND 2,500 250 500 125
MI FUND 2,500 250 500 125
NY INS. FUND 2,500 250 500 125
NY INS. FUND II 2,500 250 500 125
NJ FUND 2,500 250 500 125
PA FUND 2,500 250 500 125
* Includes meetings held via teleconferencing equipment.
** The fee is payable for each meeting attended in person. A fee is not paid for telephonic meetings.
</TABLE>
Set forth in the table below is information regarding compensation
paid by the Fund to the non-affiliated Board members for the most recently
completed fiscal year.
<TABLE>
<CAPTION>
===================== ====================================================================================================
COMPENSATION FROM FUND ($)
- --------------------- ----------------------------------------------------------------------------------------
FUND BODURTHA LONDON MARTIN MAY PEROLD
- --------------------- --------------- --------------- -------------- ----------------- ======================
<S> <C> <C> <C> <C> <C>
AZ FUND
CA FUND
CA INS. FUND
CA INS. FUND II
FL FUND
MI FUND
NY INS. FUND
NY INS. FUND II
NJ FUND
PA FUND
</TABLE>
* No pension or retirement benefits are accrued as part of Fund expenses.
<PAGE>
Set forth in the table below is information regarding the aggregate
compensation paid by all registered investment companies advised by FAM and
its affiliate, MLAM ("FAM/MLAM Advised Funds"), to the non-affiliated Board
members for the year ended December 31, 1998.
<TABLE>
<CAPTION>
============================ =========================================================
AGGREGATE COMPENSATION FROM FUND AND OTHER
NAME OF BOARD MEMBER FAM/MLAM ADVISED FUNDS PAID TO BOARD MEMBERS ($)(1)
- ---------------------------- =========================================================
- ---------------------------- =========================================================
<S> <C>
James H. Bodurtha
Herbert I. London
Robert R. Martin
Joseph L. May
Andre F. Perold
</TABLE>
(1) The Directors serve on the boards of FAM/MLAM Advised Funds as follows:
Mr. Bodurtha (28 registered investment companies consisting of 46
portfolios); Mr. London (28 registered investment companies consisting
of 46 portfolios); Mr. Martin (28 registered investment companies
consisting of 46 portfolios); Mr. May (28 registered investment
companies consisting of 46 portfolios); and Mr. Perold (28 registered
investment companies consisting of 46 portfolios).
<PAGE>
Set forth in the table below is information about the officers of each of the
Funds.
<TABLE>
<CAPTION>
=======================================================
OFFICER SINCE
=======================================================
- ------------------------------------------- ----- --------------- ---- ----- --------- --------- ------ ------- ---------
NAME AND AZ CA CA INS. CA INS. FL MI NY INS.
BIOGRAPHY AGE OFFICE FUND FUND FUND FUND II FUND FUND FUND
- ------------------------------------------- ----- --------------- ---- ----- --------- --------- ------ ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Arthur Zeikel ......................... 66 President 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., Inc.
since 1990.
- ------------------------------------------- ----- --------------- ---- ----- --------- --------- ------ ------- ---------
- ------------------------------------------- ----- --------------- ---- ----- --------- --------- ------ ------- ---------
Terry K. Glenn......................... 58 Executive 1992 1992 1992 1992 1992 1992 1992
Executive Vice President of MLAM and Vice President
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
1998.
- ------------------------------------------- ----- --------------- ---- ----- --------- --------- ------ ------- ---------
- ------------------------------------------- ----- --------------- ---- ----- --------- --------- ------ ------- ---------
Vincent R. Giordano.................... 54 Senior Vice 1992 1992 1992 1992 1992 1992 1992
Senior Vice President of FAM and President
MLAM since 1984; Portfolio Manager
of FAM and MLAM since 1977; Senior
Vice President of Princeton Services
since 1993.
- ------------------------------------------- ----- --------------- ---- ----- --------- --------- ------ ------- ---------
- ------------------------------------------- ----- --------------- ---- ----- --------- --------- ------ ------- ---------
Kenneth A. Jacob ...................... 48 Vice President 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.
- ------------------------------------------- ----- --------------- ---- ----- --------- --------- ------ ------- ---------
- ------------------------------------------- ----- --------------- ---- ----- --------- --------- ------ ------- ---------
Donald C Burke......................... 38 Vice 1993 1993 1993 1993 1993 1993 1993
Senior Vice President and Treasurer President 1999 1999 1999 1999 1999 1999 --
of MLAM and FAM since 1999; Senior Treasurer
Vice President and Treasurer of
Princeton Services since 1999; Vice
President of PFD since 1999; First
Vice President of MLAM from 1997;
Vice President of MLAM from 1990 to
1997; Director of Taxation of MLAM
since 1990; Vice President of PFD
since 1999.
- ------------------------------------------- ----- --------------- ---- ----- --------- --------- ------ ------- ---------
- ------------------------------------------- ----- --------------- ---- ----- --------- --------- ------ ------- ---------
William R. Bock........................ 63 Vice President -- -- -- -- -- -- --
Vice President of MLAM since 1989.
- ------------------------------------------- ----- --------------- ---- ----- --------- --------- ------ ------- ---------
- ------------------------------------------- ----- --------------- ---- ----- --------- --------- ------ ------- ---------
Robert A. DiMella, CFA ................. 32 Vice President -- -- -- -- 1995 -- --
Vice President of MLAM since 1997;
Assistant Portfolio Manager of MLAM
from 1993 to 1995.
- ------------------------------------------- ----- --------------- ---- ----- --------- --------- ------ ------- ---------
- ------------------------------------------- ----- --------------- ---- ----- --------- --------- ------ ------- ---------
Hugh T. Hurley, III ................... 34 Vice President 1995 -- -- -- -- -- --
Vice President of MLAM since 1993.
- ------------------------------------------- ----- --------------- ---- ----- --------- --------- ------ ------- ---------
- ------------------------------------------- ----- --------------- ---- ----- --------- --------- ------ ------- ---------
Theodore R. Jaeckel, Jr................ 39 Vice President -- -- -- -- -- -- --
Director (Municipal Tax-Exempt Fund
Management) of MLAM since 1997; Vice
President of MLAM from 1991 to 1997.
- ------------------------------------------- ----- --------------- ---- ----- --------- --------- ------ ------- ---------
- ------------------------------------------- ----- --------------- ---- ----- --------- --------- ------ ------- ---------
Walter C. O'Connor.................... 37 Vice President -- 1995 -- -- -- -- 1996
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...................... 33 Vice President -- 1995 1995 -- -- -- --
Vice President of MLAM since 1996
and a Portfolio Manager thereof
since 1992.
- ------------------------------------------- ----- --------------- ---- ----- --------- --------- ------ ------- ---------
- ------------------------------------------- ----- --------------- ---- ----- --------- --------- ------ ------- ---------
Fred K. Stuebe........................ 48 Vice President -- -- -- -- -- 1995 --
Vice President of MLAM since 1989.
- ------------------------------------------- ----- --------------- ---- ----- --------- --------- ------ ------- ---------
Philip M. Mandel...................... 51 Secretary 1997 1997 1997 1997 1997 1997 1997
First Vice President of MLAM since
1997; Assistant General Counsel of
MLPF&S from 1989 to 1997.
- ------------------------------------------- ----- --------------- ---- ----- --------- --------- ------ ------- ---------
TABLE CONT.
===============================================
OFFICER SINCE
===============================================
--------- -------- ======
NY INS. NJ PA
FUND II FUND FUND
--------- -------- ======
1992 1992 1992
--------- -------- ======
--------- -------- ======
1992 1992 1992
--------- -------- ======
--------- -------- ======
1992 1992 1992
--------- -------- ======
--------- -------- ======
1992 1992 1992
--------- -------- ======
--------- -------- ======
1993 1993 1993
-- -- --
--------- -------- ======
--------- -------- ======
-- -- 1997
--------- -------- ======
--------- -------- ======
-- -- --
--------- -------- ======
--------- -------- ======
-- -- --
--------- -------- ======
--------- -------- ======
-- 1997 --
--------- -------- ======
--------- -------- ======
-- -- --
--------- -------- ======
--------- -------- ======
1996 -- --
--------- -------- ======
--------- -------- ======
-- -- --
--------- -------- ======
1997 1997 1997
--------- -------- ======
</TABLE>
<PAGE>
SET FORTH IN THE TABLE BELOW IS INFORMATION ABOUT EACH FUND'S OUTSTANDING AMPS.
========================= ======================= ==========================
FUND SERIES OF AMPS CREATED UNDER ARTICLES
SUPPLEMENTARY*
AZ FUND A Dated November 29, 1993
B Dated March 23, 1995
CA FUND A, B Dated April 6, 1992
C Dated February 2, 1998
CA INS. FUND A, B Dated September 11, 1992
CA INS. FUND II A, B Dated November 28, 1992
C Dated January 22, 1997
FL FUND No designation Dated April 6, 1992*
MI FUND No designation Dated April 6, 1992
NY INS. FUND A, B Dated April 6, 1992
NY INS. FUND II A Dated September 11, 1992
B, C Dated February 4, 1998
D Dated February 4, 1998
NJ FUND No designation Dated June 24, 1992
PA FUND No designation Dated August 30, 1993*
* FL FUND AND PA FUND ARE MASSACHUSETTS BUSINESS TRUSTS. THE CHARTER
DOCUMENT CREATING AMPS IS CALLED A CERTIFICATE OF DESIGNATION.
<PAGE>
EXHIBIT B-1
PROPOSED AMENDMENT TO ARTICLES SUPPLEMENTARY OF:
MUNIYIELD ARIZONA FUND, INC. SERIES A
MUNIYIELD CALIFORNIA FUND, INC. SERIES A AND B
MUNIYIELD CALIFORNIA INSURED FUND, INC. SERIES A AND B
MUNIYIELD CALIFORNIA INSURED FUND II, INC. SERIES A AND B
MUNIYIELD MICHIGAN FUND, INC. SERIES A
MUNIYIELD NEW YORK INSURED FUND, INC. SERIES A AND B
MUNIYIELD NEW YORK INSURED FUND II, INC. SERIES A
MUNIYIELD NEW JERSEY FUND, INC.
SECTION 5(C) OF THE ARTICLES SUPPLEMENTARY IS REVISED TO READ AS
FOLLOWS (THE UNDERLINING INDICATES LANGUAGE ADDED; BRACKETS INDICATE LANGUAGE
DELETED):
Right to Vote with Respect to Certain Other Matters. So long as any
shares of AMPS are outstanding, the Corporation shall not, without the
affirmative vote of the holders of a majority of the shares of the Preferred
Stock Outstanding at the time, voting separately as one class: (i) authorize,
create or issue [, or increase the authorized or issued amount of,] any class
or series of stock ranking prior to the AMPS or [on a parity with] any other
series of Preferred Stock with respect to payment of dividends or the
distribution of assets on liquidation, [or increase the authorized amount of
AMPS or any other Preferred Stock] or (ii) amend, alter or repeal the
provisions of the Charter, whether by merger, consolidation or otherwise, so
as to adversely affect any of the contract rights expressly set forth in the
Charter of holders of shares of AMPS or any other Preferred Stock. To the
extent permitted under the 1940 Act, in the event shares of more than one
series of AMPS are outstanding, the Corporation shall not approve any of the
actions set forth in clause (i) or (ii) which adversely affects the contract
rights expressly set forth in the Charter of a Holder of shares of a series of
AMPS differently than those of a Holder of shares of any other series of AMPS
without the affirmative vote of the holders of at least a majority of the
shares of AMPS of each series adversely affected and outstanding at such time
(each such adversely affected series voting separately as a class). The
Corporation shall notify Moody's and S&P 10 Business Days prior to any such
vote described in clause (i) or (ii). Unless a higher percentage is provided
for under the Charter, the affirmative vote of the holders of a majority of
the outstanding shares of Preferred Stock, including AMPS, voting together as
a single class, will be required to approve any plan of reorganization
(including bankruptcy proceedings) adversely affecting such shares or any
action requiring a vote of security holders under Section 13(a) of the 1940
Act. The class vote of holders of shares of Preferred Stock, including AMPS,
described above will in each case be in addition to a separate vote of the
requisite percentage of shares of Common Stock and shares of Preferred Stock,
including AMPS, voting together as a single class necessary to authorize the
action in question.
<PAGE>
EXHIBIT B-2
PROPOSED AMENDMENT TO ARTICLES SUPPLEMENTARY OF:
MUNIYIELD ARIZONA FUND, INC. SERIES B
SECTION 5(C) OF THE ARTICLES SUPPLEMENTARY IS REVISED TO READ AS
FOLLOWS (THE UNDERLINING INDICATES LANGUAGE ADDED; BRACKETS INDICATE LANGUAGE
DELETED):
Right to Vote with Respect to Certain Other Matters. So long as any
shares of AMPS are outstanding, the Corporation shall not, without the
affirmative vote of the holders of a majority of the shares of the Preferred
Stock Outstanding at the time, voting separately as one class: (i) authorize,
create or issue [(other than the AMPS authorized hereby), or increase the
authorized or issued aggregate stated capital amount (other than the AMPS
authorized hereby) of,] any class or series of stock ranking prior to the AMPS
or [on a parity with] any other series of Preferred Stock with respect to
payment of dividends or the distribution of assets on liquidation, [or
increase the authorized amount of AMPS or any other Preferred Stock] or (ii)
amend, alter or repeal the provisions of the Charter, whether by merger,
consolidation or otherwise, so as to adversely affect any of the contract
rights expressly set forth in the Charter of holders of shares of AMPS or any
other Preferred Stock. To the extent permitted under the 1940 Act, in the
event shares of more than one series of AMPS are outstanding, the Corporation
shall not approve any of the actions set forth in clause (i) or (ii) which
adversely affects the contract rights expressly set forth in the Charter of a
Holder of shares of a series of AMPS differently than those of a Holder of
shares of any other series of AMPS without the affirmative vote of the holders
of at least a majority of the shares of AMPS of each series adversely affected
and outstanding at such time (each such adversely affected series voting
separately as a class). The Corporation shall notify Moody's and S&P ten
Business Days prior to any such vote described in clause (i) or (ii). Unless a
higher percentage is provided for under the Charter, the affirmative vote of
the holders of a majority of the outstanding shares of Preferred Stock,
including AMPS, voting together as a single class, will be required to approve
any plan of reorganization (including bankruptcy proceedings) adversely
affecting such shares or any action requiring a vote of security holders under
Section 13(a) of the 1940 Act. The class vote of holders of shares of
Preferred Stock, including AMPS, described above will in each case be in
addition to a separate vote of the requisite percentage of shares of Common
Stock and shares of Preferred Stock, including AMPS, voting together as a
single class necessary to authorize the action in question.
<PAGE>
EXHIBIT B-3
PROPOSED AMENDMENT TO ARTICLES SUPPLEMENTARY OF:
MUNIYIELD CALIFORNIA INSURED FUND II, INC. SERIES C
MUNIYIELD NEW YORK INSURED FUND II, INC. SERIES B AND C
SECTION 5(C) OF THE ARTICLES SUPPLEMENTARY IS REVISED TO READ AS
FOLLOWS (THE UNDERLINING INDICATES LANGUAGE ADDED; BRACKETS INDICATE LANGUAGE
DELETED):
Right to Vote with Respect to Certain Other Matters. So long as any
shares of AMPS are outstanding, the Corporation shall not, without the
affirmative vote of the holders of a majority of the shares of the Preferred
Stock Outstanding at the time, voting separately as one class: (i) authorize,
create or issue [(other than with respect to the issuance of AMPS authorized
hereby), or increase the authorized or issued aggregate stated capital amount
of (other than with respect to the issuance of AMPS authorized hereby),] any
class or series of stock ranking prior to the AMPS or [on a parity with] any
other series of Preferred Stock with respect to payment of dividends or the
distribution of assets on liquidation, [or increase the authorized aggregate
stated capital amount of AMPS or any other Preferred Stock] or (ii) amend,
alter or repeal the provisions of the Charter, whether by merger,
consolidation or otherwise, so as to adversely affect any of the contract
rights expressly set forth in the Charter of holders of shares of AMPS or any
other Preferred Stock. To the extent permitted under the 1940 Act, in the
event shares of more than one series of AMPS are outstanding, the Corporation
shall not approve any of the actions set forth in clause (i) or (ii) which
adversely affects the contract rights expressly set forth in the Charter of a
Holder of shares of a series of AMPS differently than those of a Holder of
shares of any other series of AMPS without the affirmative vote of the holders
of at least a majority of the shares of AMPS of each series adversely affected
and outstanding at such time (each such adversely affected series voting
separately as a class). The Corporation shall notify Moody's and S&P ten
Business Days prior to any such vote described in clause (i) or (ii). Unless a
higher percentage is provided for under the Charter, the affirmative vote of
the holders of a majority of the outstanding shares of Preferred Stock,
including AMPS, voting together as a single class, will be required to approve
any plan of reorganization (including bankruptcy proceedings) adversely
affecting such shares or any action requiring a vote of security holders under
Section 13(a) of the 1940 Act. The class vote of holders of shares of
Preferred Stock, including AMPS, described above will in each case be in
addition to a separate vote of the requisite percentage of shares of Common
Stock and shares of Preferred Stock, including AMPS, voting together as a
single class necessary to authorize the action in question.
<PAGE>
EXHIBIT B-4
PROPOSED AMENDMENT TO ARTICLES SUPPLEMENTARY OF:
MUNIYIELD CALIFORNIA FUND, INC. SERIES C
MUNIYIELD NEW YORK INSURED FUND II, INC. SERIES D
SECTION 5(C) OF THE ARTICLES SUPPLEMENTARY IS REVISED TO READ AS
FOLLOWS (THE UNDERLINING INDICATES LANGUAGE ADDED; BRACKETS INDICATE LANGUAGE
DELETED):
Right to Vote with Respect to Certain Other Matters. So long as any
shares of AMPS are outstanding, the Corporation shall not, without the
affirmative vote of the holders of a majority of the shares of the Preferred
Stock Outstanding at the time, voting separately as one class: (i) authorize,
create or issue [(other than with respect to the issuance of AMPS authorized
hereby), or increase the authorized or issued aggregate stated capital amount
of (other than with respect to the issuance of AMPS authorized hereby),] any
class or series of stock ranking prior to the AMPS or [on a parity with] any
other series of Preferred Stock with respect to payment of dividends or the
distribution of assets on liquidation, [or increase the authorized aggregate
stated capital amount of AMPS or any other Preferred Stock] or (ii) amend,
alter or repeal the provisions of the Charter, whether by merger,
consolidation or otherwise, so as to adversely affect any of the contract
rights expressly set forth in the Charter of holders of shares of AMPS or any
other Preferred Stock. To the extent permitted under the 1940 Act, in the
event shares of more than one series of AMPS or Other AMPS are outstanding,
the Corporation shall not approve any of the actions set forth in clause (i)
or (ii) which adversely affects the contract rights expressly set forth in the
Charter of a Holder of shares of a series of AMPS or Other AMPS differently
than those of a Holder of shares of any other series of AMPS or Other AMPS
without the affirmative vote of the holders of at least a majority of the
shares of AMPS or Other AMPS of each series adversely affected and outstanding
at such time (each such adversely affected series voting separately as a
class). The Corporation shall notify Moody's and S&P ten Business Days prior
to any such vote described in clause (i) or (ii). Unless a higher percentage
is provided for under the Charter, the affirmative vote of the holders of a
majority of the outstanding shares of Preferred Stock, including AMPS, voting
together as a single class, will be required to approve any plan of
reorganization (including bankruptcy proceedings) adversely affecting such
shares or any action requiring a vote of security holders under Section 13(a)
of the 1940 Act. The class vote of holders of shares of Preferred Stock,
including AMPS, described above will in each case be in addition to a separate
vote of the requisite percentage of shares of Common Stock and shares of
Preferred Stock, including AMPS, voting together as a single class necessary
to authorize the action in question.
<PAGE>
EXHIBIT B-5
PROPOSED AMENDMENT TO CERTIFICATE OF DESIGNATION OF:
MUNIVEST PENNSYLVANIA INSURED FUND
SECTION 5(C) OF THE CERTIFICATE OF DESIGNATION IS REVISED TO READ AS
FOLLOWS (THE UNDERLINING INDICATES LANGUAGE ADDED; BRACKETS INDICATE LANGUAGE
DELETED):
Right to Vote with Respect to Certain Other Matters. So long as any
shares of AMPS are outstanding, the Trust shall not, without the affirmative
vote of the holders of a majority of the Preferred Shares Outstanding at the
time, voting separately as one class: (i) authorize, create or issue [, or
increase the authorized or issued amount of,] any class or series of shares
ranking prior to the AMPS or [on a parity with] any other series of Preferred
Shares with respect to payment of dividends or the distribution of assets on
liquidation, [or increase the authorized amount of AMPS or any other Preferred
Shares] provided however that the Board of Trustees, without the vote or
consent of the holders of AMPS, may from time to time increase the amount of
authorized and issued shares of any series of AMPS or any other series of
Preferred Shares ranking on a parity with AMPS with respect to the payment of
dividends, or the distribution of assets upon dissolution, liquidation or
winding up the affairs of the Trust then outstanding and issue such shares, or
(ii) amend, alter or repeal the provisions of the Declaration, whether by
merger, consolidation or otherwise, so as to adversely affect any of the
contract rights expressly set forth in the Declaration of holders of shares of
AMPS or any other Preferred Shares, provided however that the amendment of the
Declaration solely to incorporate an increase in the amount of any series of
AMPS or Preferred Shares and the terms of issuance thereof, as permitted by
subsection (i) of this subparagraph (c) shall not be deemed to adversely
affect any of the contract rights expressly set forth in the Declaration of
holders of shares of AMPS or any other Preferred Shares. To the extent
permitted under the 1940 Act, in the event shares of more than one series of
AMPS are outstanding, the Trust shall not approve any of the actions set forth
in clause (i) or (ii) which adversely affects the contract rights expressly
set forth in the Declaration of a Holder of shares of a series of AMPS
differently than those of a Holder of shares of any other series of AMPS
without the affirmative vote of the holders of at least a majority of the
shares of AMPS of each series adversely affected and outstanding at such time
(each such adversely affected series voting separately as a class). The Trust
shall notify Moody's and S&P ten Business Days prior to any such vote
described in clause (i) or (ii). Unless a higher percentage is provided for
under the Declaration, the affirmative vote of the holders of a majority of
the outstanding Preferred Shares, including AMPS, voting together as a single
class, will be required to approve any plan of reorganization (including
bankruptcy proceedings) adversely affecting such shares or any action
requiring a vote of security holders under Section 13(a) of the 1940 Act. The
class vote of holders of Preferred Shares, including AMPS, described above
will in each case be in addition to a separate vote of the requisite
percentage of Common Shares and Preferred Shares, including AMPS, voting
together as a single class necessary to authorize the action in question.
<PAGE>
EXHIBIT B-6
PROPOSED AMENDMENT TO CERTIFICATE OF DESIGNATION OF:
MUNIYIELD FLORIDA FUND
SECTION 5(C) OF THE CERTIFICATE OF DESIGNATION IS REVISED TO READ AS
FOLLOWS (THE UNDERLINING INDICATES LANGUAGE ADDED; BRACKETS INDICATE LANGUAGE
DELETED):
Right to Vote with Respect to Certain Other Matters. So long as any
shares of AMPS are outstanding, the Trust shall not, without the affirmative
vote of the holders of a majority of the Preferred Shares Outstanding at the
time, voting separately as one class: (i) authorize, create or issue [, or
increase the authorized or issued amount of,] any class or series of shares of
beneficial interest ranking prior to the AMPS or [on a parity with] any other
series of Preferred Shares with respect to payment of dividends or the
distribution of assets on liquidation, [or increase the authorized amount of
AMPS or any other Preferred Shares] provided however that the Board of
Trustees, without the vote or consent of the holders of AMPS, may from time to
time increase the amount of authorized and issued shares of any series of AMPS
or any other series of Preferred Shares ranking on a parity with AMPS with
respect to the payment of dividends, or the distribution of assets upon
dissolution, liquidation or winding up the affairs of the Trust then
outstanding and issue such shares, or (ii) amend, alter or repeal the
provisions of the Declaration, whether by merger, consolidation or otherwise,
so as to adversely affect any of the contract rights expressly set forth in
the Declaration of holders of shares of AMPS or any other Preferred Shares,
provided however that the amendment of the Declaration solely to incorporate
an increase in the amount of any series of AMPS or Preferred Shares and the
terms of issuance thereof, as permitted by subsection (i) of this subparagraph
(c) shall not be deemed to adversely affect any of the contract rights
expressly set forth in the Declaration of holders of shares of AMPS or any
other Preferred Shares. To the extent permitted under the 1940 Act, in the
event shares of AMPS are issued in more than one series, the Trust shall not
approve any of the actions set forth in clause (i) or (ii) which adversely
affects the contract rights expressly set forth in the Declaration of a Holder
of shares of a series of AMPS differently than those of a Holder of shares of
any other series of AMPS without the affirmative vote of the holders of at
least a majority of the shares of AMPS of each series adversely affected and
outstanding at such time (each such adversely affected series voting
separately as a class). The Trust shall notify Moody's and S&P 10 Business
Days prior to any such vote described in clause (i) or (ii). Unless a higher
percentage is provided for under the Declaration, the affirmative vote of the
holders of a majority of the outstanding Preferred Shares, including AMPS,
voting together as a single class, will be required to approve any plan of
reorganization (including bankruptcy proceedings) adversely affecting such
shares or any action requiring a vote of security holders under Section 13(a)
of the 1940 Act. The class vote of holders of Preferred Shares, including
AMPS, described above will in each case be in addition to a separate vote of
the requisite percentage of Common Shares and Preferred Shares, including
AMPS, voting together as a single class necessary to authorize the action in
question.
PRELIMINARY COPY
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 February 24, 1999 at the annual meeting of
stockholders of the Fund to be held on April 21, 1999 or any
adjournment thereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted FOR Proposals 1 , 2 and 3.
By signing and dating the reverse side of this card, you
authorize the proxies to vote each proposal as marked, or if not
marked, to vote "FOR" each proposal, and to use their discretion to
vote for any other matter as may properly come before the meeting or
any adjournment thereof. If you do not intend to personally attend the
meeting, please complete and return this card at once in the enclosed
envelope.
(Continued and to be signed on the reverse side)
<PAGE>
_ _
Please mark boxes |_| [fill in] or |_| [check mark] 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 A.
Bodurtha, Herbert I. London, Robert R. Martin 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. Proposal to approve an amendment to the Articles Supplementary of the Fund.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
4. In the discretion of such proxies, upon such other business as may
properly come before the meeting or any adjournment thereof.
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated: _________________________, 1999
X______________________________________
Signature
X______________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
PRELIMINARY COPY
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 February 24, 1999 at the annual meeting of
stockholders of the Fund to be held on April 21, 1999 or any
adjournment thereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted FOR Proposals 1, 2 and 3.
By signing and dating the reverse side of this card, you
authorize the proxies to vote each proposal as marked, or if not
marked, to vote "FOR" each proposal, and to use their discretion to
vote for any other matter as may properly come before the meeting or
any adjournment thereof. If you do not intend to personally attend the
meeting, please complete and return this card at once in the enclosed
envelope.
(Continued and to be signed on the reverse side)
<PAGE>
_ _
Please mark boxes |_| [fill in] or |_| [check mark] 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 A.
Bodurtha, Herbert I. London, Robert R. Martin 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. Proposal to approve an amendment to the Articles Supplementary of the Fund.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
4. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated: _________________________, 1999
X______________________________________
Signature
X______________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
PRELIMINARY COPY
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 February 24, 1999 at the annual meeting of shareholders of the Fund
to be held on April 21, 1999 or any adjournment thereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned shareholder. If no direction is
made, this proxy will be voted FOR Proposals 1, 2 and 3.
By signing and dating the reverse side of this card, you
authorize the proxies to vote each proposal as marked, or if not
marked, to vote "FOR" each proposal, and to use their discretion to
vote for any other matter as may properly come before the meeting or
any adjournment thereof. If you do not intend to personally attend the
meeting, please complete and return this card at once in the enclosed
envelope.
(Continued and to be signed on the reverse side)
<PAGE>
_ _
Please mark boxes |_| [fill in] or |_| [check mark] in blue or black ink.
<TABLE>
<CAPTION>
<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 A.
Bodurtha, Herbert I. London, Robert R. Martin 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. Proposal to approve an amendment to the Certificate of Designation of the
Fund.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
4. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated: _________________________, 1999
X______________________________________
Signature
X______________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
PRELIMINARY COPY
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 February 24, 1999 at the annual meeting of
stockholders of the Fund to be held on April 21, 1999 or any
adjournment thereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted FOR Proposals 1, 2 and 3.
By signing and dating the reverse side of this card, you
authorize the proxies to vote each proposal as marked, or if not
marked, to vote "FOR" each proposal, and to use their discretion to
vote for any other matter as may properly come before the meeting or
any adjournment thereof. If you do not intend to personally attend the
meeting, please complete and return this card at once in the enclosed
envelope.
(Continued and to be signed on the reverse side)
<PAGE>
_ _
Please mark boxes |_| [fill in] or |_| [check mark] 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 A.
Bodurtha, Herbert I. London, Robert R. Martin 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. Proposal to approve an amendment to the Articles Supplementary of the Fund.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
4. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated: _________________________, 1999
X______________________________________
Signature
X______________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
PRELIMINARY COPY
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 February 24, 1999 at the annual meeting of
stockholders of the Fund to be held on April 21, 1999 or any
adjournment thereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted FOR Proposals 1, 2 and 3.
By signing and dating the reverse side of this card, you
authorize the proxies to vote each proposal as marked, or if not
marked, to vote "FOR" each proposal, and to use their discretion to
vote for any other matter as may properly come before the meeting or
any adjournment thereof. If you do not intend to personally attend the
meeting, please complete and return this card at once in the enclosed
envelope.
(Continued and to be signed on the reverse side)
<PAGE>
_ _
Please mark boxes |_| [fill in] or |_| [check mark] 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 A.
Bodurtha, Herbert I. London, Robert R. Martin 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. Proposal to approve an amendment to the Articles Supplementary of the Fund.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
4. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated: _________________________, 1999
X______________________________________
Signature
X______________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
PRELIMINARY COPY
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 February 24, 1999 at the annual meeting of
stockholders of the Fund to be held on April 21, 1999 or any
adjournment thereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted FOR Proposals 1, 2 and 3.
By signing and dating the reverse side of this card, you
authorize the proxies to vote each proposal as marked, or if not
marked, to vote "FOR" each proposal, and to use their discretion to
vote for any other matter as may properly come before the meeting or
any adjournment thereof. If you do not intend to personally attend the
meeting, please complete and return this card at once in the enclosed
envelope.
(Continued and to be signed on the reverse side)
<PAGE>
_ _
Please mark boxes |_| [fill in] or |_| [check mark] 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 A.
Bodurtha, Herbert I. London, Robert R. Martin and Arthur Zeikel
3. Proposal to ratify the selection of Deloitte & Touche LLP as the independent
auditors of the Fund to serve for the current fiscal year.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
3. Proposal to approve an amendment to the Articles Supplementary of the Fund.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
4. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated: _________________________, 1999
X______________________________________
Signature
X______________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
PRELIMINARY COPY
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 February 24, 1999 at the annual meeting
of stockholders of the Fund to be held on April 21, 1999 or any
adjournment thereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted FOR Proposals 1, 2 and 3.
By signing and dating the reverse side of this card, you
authorize the proxies to vote each proposal as marked, or if not
marked, to vote "FOR" each proposal, and to use their discretion to
vote for any other matter as may properly come before the meeting or
any adjournment thereof. If you do not intend to personally attend the
meeting, please complete and return this card at once in the enclosed
envelope.
(Continued and to be signed on the reverse side)
<PAGE>
_ _
Please mark boxes |_| [fill in] or |_| [check mark] 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 A.
Bodurtha, Herbert I. London, Robert R. Martin 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. Proposal to approve an amendment to the Articles Supplementary of the Fund.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
4. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated: _________________________, 1999
X______________________________________
Signature
X______________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
PRELIMINARY COPY
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 February 24, 1999 at the annual meeting of
stockholders of the Fund to be held on April 21, 1999 or any
adjournment thereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted FOR Proposals 1, 2 and 3.
By signing and dating the reverse side of this card, you
authorize the proxies to vote each proposal as marked, or if not
marked, to vote "FOR" each proposal, and to use their discretion to
vote for any other matter as may properly come before the meeting or
any adjournment thereof. If you do not intend to personally attend the
meeting, please complete and return this card at once in the enclosed
envelope.
(Continued and to be signed on the reverse side)
<PAGE>
_ _
Please mark boxes |_| [fill in] or |_| [check mark] 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 A.
Bodurtha, Herbert I. London, Robert R. Martin 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. Proposal to approve an amendment to the Articles Supplementary of the Fund.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
4. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated: _________________________, 1999
X______________________________________
Signature
X______________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
PRELIMINARY COPY
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 February 24, 1999 at the annual meeting of
stockholders of the Fund to be held on April 21, 1999 or any
adjournment thereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted FOR Proposals 1, 2 and 3.
By signing and dating the reverse side of this card, you
authorize the proxies to vote each proposal as marked, or if not
marked, to vote "FOR" each proposal, and to use their discretion to
vote for any other matter as may properly come before the meeting or
any adjournment thereof. If you do not intend to personally attend the
meeting, please complete and return this card at once in the enclosed
envelope.
(Continued and to be signed on the reverse side)
<PAGE>
_ _
Please mark boxes |_| [fill in] or |_| [check mark] 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 A.
Bodurtha, Herbert I. London, Robert R. Martin and Arthur Zeikel
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. Proposal to approve an amendment to the Articles Supplementary of the Fund.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
4. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated: _________________________, 1999
X______________________________________
Signature
X______________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
PRELIMINARY COPY
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 February 24, 1999 at the annual meeting of shareholders
of the Fund to be held on April 21, 1999 or any adjournment thereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned shareholder. If no direction is
made, this proxy will be voted FOR Proposals 1, 2 and 3.
By signing and dating the reverse side of this card, you
authorize the proxies to vote each proposal as marked, or if not
marked, to vote "FOR" each proposal, and to use their discretion to
vote for any other matter as may properly come before the meeting or
any adjournment thereof. If you do not intend to personally attend the
meeting, please complete and return this card at once in the enclosed
envelope.
(Continued and to be signed on the reverse side)
<PAGE>
_ _
Please mark boxes |_| [fill in] or |_| [check mark] in blue or black ink.
<TABLE>
<CAPTION>
<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 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. Proposal to approve an amendment to the Certificate of Designation of the
Fund.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
4. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated: _________________________, 1999
X______________________________________
Signature
X______________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
PRELIMINARY COPY
AUCTION MARKET
PREFERRED STOCK
MUNIYIELD 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 February 24, 1999 at the annual
meeting of stockholders of the Fund to be held on April 21, 1999 or any
adjournment thereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted FOR Proposals 1, 2 and 3.
By signing and dating the reverse side of this card, you
authorize the proxies to vote each proposal as marked, or if not
marked, to vote "FOR" each proposal, and to use their discretion to
vote for any other matter as may properly come before the meeting or
any adjournment thereof. If you do not intend to personally attend the
meeting, please complete and return this card at once in the enclosed
envelope.
(Continued and to be signed on the reverse side)
<PAGE>
_ _
Please mark boxes |_| [fill in] or |_| [check mark] 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 A.
Bodurtha, Herbert I. London, Robert R. Martin, Joseph L. May, Andre F.
Perold 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. Proposal to approve an amendment to the Articles Supplementary of the Fund.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
4. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated: _________________________, 1999
X______________________________________
Signature
X______________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
PRELIMINARY COPY
AUCTION MARKET
PREFERRED STOCK
MUNIYIELD 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 February 24, 1999 at the
annual meeting of stockholders of the Fund to be held on April 21, 1999
or any adjournment thereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted FOR Proposals 1, 2 and 3.
By signing and dating the reverse side of this card, you
authorize the proxies to vote each proposal as marked, or if not
marked, to vote "FOR" each proposal, and to use their discretion to
vote for any other matter as may properly come before the meeting or
any adjournment thereof. If you do not intend to personally attend the
meeting, please complete and return this card at once in the enclosed
envelope.
(Continued and to be signed on the reverse side)
<PAGE>
_ _
Please mark boxes |_| [fill in] or |_| [check mark] 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 A.
Bodurtha, Herbert I. London, Robert R. Martin, Joseph L. May, Andre F.
Perold 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. Proposal to approve an amendment to the Articles Supplementary of the Fund.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
4. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated: _________________________, 1999
X______________________________________
Signature
X______________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
PRELIMINARY COPY
AUCTION MARKET
PREFERRED 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 February 24, 1999 at the annual meeting of
shareholders of the Fund to be held on April 21, 1999 or any
adjournment thereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned shareholder. If no direction is
made, this proxy will be voted FOR Proposals 1, 2 and 3.
By signing and dating the reverse side of this card, you
authorize the proxies to vote each proposal as marked, or if not
marked, to vote "FOR" each proposal, and to use their discretion to
vote for any other matter as may properly come before the meeting or
any adjournment thereof. If you do not intend to personally attend the
meeting, please complete and return this card at once in the enclosed
envelope.
(Continued and to be signed on the reverse side)
<PAGE>
_ _
Please mark boxes |_| [fill in] or |_| [check mark] in blue or black ink.
<TABLE>
<CAPTION>
<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 A.
Bodurtha, Herbert I. London, Robert R. Martin, Joseph L. May, Andre F.
Perold 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. Proposal to approve an amendment to the Certificate of Designation of the
Fund.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
4. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated: _________________________, 1999
X______________________________________
Signature
X______________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
PRELIMINARY COPY
AUCTION MARKET
PREFERRED STOCK
MUNIYIELD 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 February 24, 1999 at the
annual meeting of shareholders of the Fund to be held on April 21, 1999
or any adjournment thereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned shareholder. If no direction is
made, this proxy will be voted FOR Proposals 1, 2 and 3.
By signing and dating the reverse side of this card, you
authorize the proxies to vote each proposal as marked, or if not
marked, to vote "FOR" each proposal, and to use their discretion to
vote for any other matter as may properly come before the meeting or
any adjournment thereof. If you do not intend to personally attend the
meeting, please complete and return this card at once in the enclosed
envelope.
(Continued and to be signed on the reverse side)
<PAGE>
_ _
Please mark boxes |_| [fill in] or |_| [check mark] 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 A.
Bodurtha, Herbert I. London, Robert R. Martin, Joseph L. May, Andre F.
Perold 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. Proposal to approve an amendment to the Articles Supplementary of the Fund.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
4. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated: _________________________, 1999
X______________________________________
Signature
X______________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
PRELIMINARY COPY
AUCTION MARKET
PREFERRED STOCK
MUNIYIELD 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 February 24, 1999 at the
annual meeting of stockholders of the Fund to be held on April 21, 1999
or any adjournment thereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted FOR Proposals 1, 2 and 3.
By signing and dating the reverse side of this card, you
authorize the proxies to vote each proposal as marked, or if not
marked, to vote "FOR" each proposal, and to use their discretion to
vote for any other matter as may properly come before the meeting or
any adjournment thereof. If you do not intend to personally attend the
meeting, please complete and return this card at once in the enclosed
envelope.
(Continued and to be signed on the reverse side)
<PAGE>
_ _
Please mark boxes |_| [fill in] or |_| [check mark] 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 A.
Bodurtha, Herbert I. London, Robert R. Martin, Joseph L. May, Andre F.
Perold and Arthur Zeikel
2. Proposal to ratify the election of Ernst & Young LLP as the independent
auditors of the Fund to serve for the current fiscal year.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
3. Proposal to approve an amendment to the Articles Supplementary of the Fund.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
4. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated: _________________________, 1999
X______________________________________
Signature
X______________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
PRELIMINARY COPY
AUCTION MARKET
PREFERRED SHARES
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 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 shares of Auction
Market Preferred Shares of MuniYield California Insured Fund II, Inc.
(the "Fund") held of record by the undersigned on February 24, 1999 at
the annual meeting of stockholders of the Fund to be held on April 21,
1999 or any adjournment thereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted FOR Proposals 1, 2 and 3.
By signing and dating the reverse side of this card, you
authorize the proxies to vote each proposal as marked, or if not
marked, to vote "FOR" each proposal, and to use their discretion to
vote for any other matter as may properly come before the meeting or
any adjournment thereof. If you do not intend to personally attend the
meeting, please complete and return this card at once in the enclosed
envelope.
(Continued and to be signed on the reverse side)
<PAGE>
_ _
Please mark boxes |_| [fill in] or |_| [check mark] in blue or black ink.
<TABLE>
<CAPTION>
<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 A.
Bodurtha, Herbert I. London, Robert R. Martin, Joseph L. May, Andre F.
Perold 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. Proposal to approve an amendment to the Articles Supplementary of the Fund.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
4. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated: _________________________, 1999
X______________________________________
Signature
X______________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
PRELIMINARY COPY
AUCTION MARKET
PREFERRED STOCK
MUNIYIELD 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 February 24, 1999 at the annual
meeting of shareholders of the Fund to be held on April 21, 1999 or any
adjournment thereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned shareholder. If no direction is
made, this proxy will be voted FOR Proposals 1, 2 and 3.
By signing and dating the reverse side of this card, you
authorize the proxies to vote each proposal as marked, or if not
marked, to vote "FOR" each proposal, and to use their discretion to
vote for any other matter as may properly come before the meeting or
any adjournment thereof. If you do not intend to personally attend the
meeting, please complete and return this card at once in the enclosed
envelope.
(Continued and to be signed on the reverse side)
<PAGE>
_ _
Please mark boxes |_| [fill in] or |_| [check mark] 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 A.
Bodurtha, Herbert I. London, Robert R. Martin, Joseph L. May, Andre F.
Perold 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. Proposal to approve an amendment to the Articles Supplementary of the Fund.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
4. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated: _________________________, 1999
X______________________________________
Signature
X______________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
PRELIMINARY COPY
AUCTION MARKET
PEFERRED 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 Stock of MuniVest Pennsylvania Insured Fund (the "Fund") held
of record by the undersigned on February 24, 1999 at the annual meeting
of shareholders of the Fund to be held on April 21, 1999 or any
adjournment thereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned shareholder. If no direction is
made, this proxy will be voted FOR Proposals 1, 2 and 3.
By signing and dating the reverse side of this card, you
authorize the proxies to vote each proposal as marked, or if not
marked, to vote "FOR" each proposal, and to use their discretion to
vote for any other matter as may properly come before the meeting or
any adjournment thereof. If you do not intend to personally attend the
meeting, please complete and return this card at once in the enclosed
envelope.
(Continued and to be signed on the reverse side)
<PAGE>
_ _
Please mark boxes |_| [fill in] or |_| [check mark] in blue or black ink.
<TABLE>
<CAPTION>
<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 A.
Bodurtha, Herbert I. London, Robert R. Martin, Joseph L. May, Andre F.
Perold 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. Proposal to approve an amendment to the Certificate of Designation of the
Fund.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
4. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated: _________________________, 1999
X______________________________________
Signature
X______________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
PRELIMINARY COPY
AUCTION MARKET
PREFERRED STOCK
MUNIYIELD 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 February 24, 1999 at the annual
meeting of shareholders of the Fund to be held on April 21, 1999 or any
adjournment thereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned shareholder. If no direction is
made, this proxy will be voted FOR Proposals 1, 2 and 3.
By signing and dating the reverse side of this card, you
authorize the proxies to vote each proposal as marked, or if not
marked, to vote "FOR" each proposal, and to use their discretion to
vote for any other matter as may properly come before the meeting or
any adjournment thereof. If you do not intend to personally attend the
meeting, please complete and return this card at once in the enclosed
envelope.
(Continued and to be signed on the reverse side)
<PAGE>
_ _
Please mark boxes |_| [fill in] or |_| [check mark] 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 A.
Bodurtha, Herbert I. London, Robert R. Martin, Joseph L. May, Andre F.
Perold 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. Proposal to approve an amendment to the Articles Supplementary of the Fund.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
4. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated: _________________________, 1999
X______________________________________
Signature
X______________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
PRELIMINARY COPY
AUCTION MARKET
PREFERRED STOCK
MUNIYIELD 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 February 24, 1999 at the annual
meeting of shareholders of the Fund to be held on April 21, 1999 or any
adjournment thereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned shareholder. If no direction is
made, this proxy will be voted FOR Proposals 1, 2 and 3.
By signing and dating the reverse side of this card, you
authorize the proxies to vote each proposal as marked, or if not
marked, to vote "FOR" each proposal, and to use their discretion to
vote for any other matter as may properly come before the meeting or
any adjournment thereof. If you do not intend to personally attend the
meeting, please complete and return this card at once in the enclosed
envelope.
(Continued and to be signed on the reverse side)
<PAGE>
_ _
Please mark boxes |_| [fill in] or |_| [check mark] 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 A.
Bodurtha, Herbert I. London, Robert R. Martin, Joseph L. May, Andre F.
Perold 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. Proposal to approve an amendment to the Articles Supplementary of the Fund.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
4. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated: _________________________, 1999
X______________________________________
Signature
X______________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
BROWN & WOOD LLP
ONE WORLD TRADE CENTER
NEW YORK, NEW YORK 10048-0557
Telephone: 212-839-5300
Facsimile: 212-839-5599
March 3, 1999
Via Electronic Filing
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Division of Investment Management
Re: Preliminary Proxy Materials:
MuniVest Pennsylvania Insured Fund
MuniYield Arizona Fund, Inc.,
MuniYield Florida Fund,
MuniYield Michigan Fund, Inc.
MuniYield New Jersey Fund, Inc.,
MuniYield California Fund, Inc.
MuniYield California Insured Fund, Inc.,
MuniYield California Insured Fund II, Inc.
MuniYield New York Insured Fund, Inc., and
MuniYield New York Insured Fund II, Inc.
Dear Sirs:
On behalf of the above referenced funds (together the "Funds" and
individually a "Fund"), we are transmitting herewith for filing pursuant to
Rule 14a-6(a) under the Securities Exchange Act of 1934 preliminary copies of
the Notice of Meeting, Proxy Statement and forms of Proxy, to be furnished to
shareholders of the Funds in connection with the solicitation of proxies for
meetings of the Funds' shareholders scheduled for April 21, 1999.
The meetings are being held for the following purposes: to elect
directors/trustees, to ratify the selection of independent auditors, and to
amend the Articles Supplementary or Certificate of Designation of each Fund to
permit the Fund's Board to issue additional shares of preferred stock without
seeking shareholder approval. Each of the Funds is a closed-end investment
company that currently has outstanding shares of common stock (or shares of
beneficial interest) and one or more series of Auction Market Preferred Stock.
The Funds currently intend to file definitive copies of the proxy material with
the Commission and to commence the mailing to shareholders on or about March
15, 1999. We would appreciate receiving any comments you may have on the
materials in keeping with this schedule.
For your information, we will also be filing this week proxy materials on
behalf of certain other closed-end funds advised by Fund Asset Management, L.P.
with the same meeting date and for the same purposes.
Please direct any comments with respect to the above to the undersigned at
(212) 839-5583 or to Frank P. Bruno of this firm at (212) 839-5540.
Very truly yours,
Ellen W. Harris
cc: Keith O'Connell
