MUNIYIELD QUALITY FUND II INC, DEF 14A, 1995-07-27

MUNIYIELD QUALITY FUND II INC
DEF 14A, 1995-07-27

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As filed with the Securities and Exchange Commission on July 27, 1995

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]

Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

MuniYield Quality Fund II, Inc.
(Name of Registrant as Specified in its Charter)

MuniYield Quality Fund II, Inc.
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:(1)

(4) Proposed maximum aggregate value of transaction:

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

(1) Amount previously paid:

(2) Form, schedule or registration statement no.:

(3) Filing party:

(4) Date filed:
- ---------------
(1)Set forth the amount on which the filing fee is calculated and state how
it was determined.

<PAGE>

MUNIYIELD QUALITY FUND II, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011

NOTICE OF 1995 ANNUAL MEETING OF STOCKHOLDERS
September 8, 1995

To The Stockholders of MuniYield Quality Fund II, Inc.:

Notice is hereby given that the 1995 Annual Meeting of Stockholders (the
"Meeting") of MuniYield Quality Fund II, Inc. (the "Fund") will be held at
the offices of Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road,
Plainsboro, New Jersey, on Friday, September 8, 1995 at 10:15 A.M. for the
following purposes:

(1) To elect a Board of Directors to serve for the ensuing year;

(2) To consider and act upon a proposal to ratify the selection of
Deloitte & Touche llp to serve as independent auditors of the Fund for its
current fiscal year; and

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

The Board of Directors has fixed the close of business on July 14, 1995 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 the Fund entitled to vote at the
Meeting will be available and open to the examination of any stockholder of
the Fund for any purpose germane to the Meeting during ordinary business
hours from and after August 25, 1995, at the office of the Fund, 800 Scudders
Mill Road, Plainsboro, New Jersey 08536. You are cordially invited to attend
the Meeting. Stockholders who do not expect to attend the Meeting in person
are requested to complete, date and sign the enclosed form of proxy and
return it promptly in the envelope provided for this purpose. The enclosed
proxy is being solicited on behalf of the Board of Directors of the Fund.

By Order of the Board of Directors

Mark B. Goldfus
Secretary

Plainsboro, New Jersey
Dated: July 28, 1995

<PAGE>

PROXY STATEMENT

MUNIYIELD QUALITY FUND II, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011

1995 Annual Meeting of Stockholders
September 8, 1995

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of MuniYield Quality Fund II,
Inc., a Maryland corporation (the "Fund"), to be voted at the 1995 Annual
Meeting of Stockholders of the 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 Friday, September 8, 1995 at 10:15 A.M. The
approximate mailing date of this Proxy Statement is July 31, 1995.

All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. Unless instructions to the contrary are marked, proxies
will be voted for the election of the Board of Directors to serve for the
ensuing year, and for the ratification of the selection of independent
auditors to serve for the Fund's current fiscal year. Any proxy may be
revoked at any time prior to the exercise thereof by giving written notice to
the Secretary of the Fund at the Fund's address indicated above or by voting
in person at the Meeting.

The Board of Directors has fixed the close of business on July 14, 1995 as
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 July 14, 1995, the Fund had
outstanding 22,070,885 shares of common stock, par value $.10 per share
("Common Stock"), and 6,000 shares of auction market preferred stock, par
value $.10 per share and liquidation preference of $25,000 per share plus an
amount equal to accumulated but unpaid dividends thereon ("AMPS"). To the
knowledge of the Fund, as of July 14, 1995, no person is the beneficial owner
of more than five percent of the outstanding shares of Common Stock or five
percent of the outstanding AMPS.

The Board of Directors of the Fund knows of no business other than that
mentioned in Items 1 and 2 of the Notice of Meeting which 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.

1
<PAGE>

ITEM 1. ELECTION OF DIRECTORS

At the Meeting, the Board of Directors will be elected to serve until the
next Annual Meeting of Stockholders 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 such proxies of the holders of AMPS, voting separately by class, in
favor of the two (2) persons designated as Directors to be elected by holders
of AMPS; and

(2) All such proxies of the holders of AMPS and Common Stock, voting
together as a single class, in favor of the four (4) persons designated as
Directors to be elected by holders of AMPS and Common Stock.

The Board of Directors of the Fund knows of no reason why any of these
nominees will be unable to serve, but in the event of any such
unavailability, the proxies received will be voted for such substitute
nominee or nominees as the Board of Directors may recommend.

Certain information concerning the nominees, including their designated
classes, is set forth as follows:
To Be Elected by Holders of AMPS, Voting Separately by Class

2
<PAGE>

To Be Elected by Holders of AMPS and Common Stock, Voting Together as a
Single Class

<TABLE>
<CAPTION>
Shares
Beneficially
Owned at
Principal Occupations July 14, 1995
-------------
During Past Five Years Director Common
Name and Address of Nominee Age and Public Directorships( (1)) Since Stock AMPS
------------------------------ -- --------------------------------------- ------ ---- -----
<S> <C> <C> <C> <C> <C>
Herbert I. London( (1) (2)) 56 Dean, Gallatin Division of New York 1992 0 0
113-115 University Place University from 1978 to 1993 and
New York, New York 10003 Director from 1975 to 1976; John M.
Olin Professor of Humanities, New
York University since 1993 and
Professor thereof since 1980;
Distinguished Fellow, Herman Kahn
Chair, Hudson Institute from 1984 to
1985; Trustee, Hudson Naval Institute
since 1980; Overseer, Center for
Naval Analyses; Director, Damon
Corporation since 1991.
Robert R. Martin( (1) (2) 68 Director, WTC Industries, Inc. since 1993 0 0
513 Grand Hill 1995 and Chairman thereof from 1994
St. Paul, Minnesota 55102 to 1995; Chairman and Chief Executive
Officer, Kinnard Investments, Inc.
from 1990 to 1993; Executive 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;
Trustee, Northland College since
1992.
Andre F. Perold( (1) (2)) 42 Professor, Harvard Business School 1992 0 0
Morgan Hall since 1989 and Associate Professor
Soldiers Field from 1983 to 1989; Trustee, The
Boston, Massachusetts 02163 Common Fund, since 1989; Director,
Quantec Limited since 1991 and
Teknekron Software Systems since
1994.

3
<PAGE>

Shares
Beneficially
Owned at
Principal Occupations July 14, 1995
-------------
During Past Five Years Director Common
Name and Address of Nominee Age and Public Directorships( (1)) Since Stock AMPS
------------------------------ -- --------------------------------------- ------ ---- -----

Arthur Zeikel (1)* 63 President of Fund Asset Management, 1992 0 0
</TABLE>
Box 9011 L.P. ("FAM", which term includes its
Princeton, New Jersey corporate predecessors) since 1977;
08543-9011 President of MLAM (which term
includes its corporate predecessors)
since 1977; President and Director of
Princeton Services, Inc. ("Princeton
Services") since 1993; Executive Vice
President of Merrill Lynch & Co.,
Inc. ("ML&Co.") since 1990; Executive
Vice President of Merrill Lynch,
Pierce, Fenner & Smith Incorporated
("Merrill Lynch") since 1990 and a
Senior Vice President thereof from
1985 to 1990; Director of Merrill
Lynch Funds Distributor, Inc.
("MLFD") since 1991.
(1) Each of the nominees is a director, trustee or member of an advisory
board of certain other investment companies for which FAM or MLAM acts as
investment adviser. See "Compensation of Directors and Officers" below.

(2) Member of Audit Committee of the Board of Directors.

* Interested person, as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of the Fund.

Committees and Board of Directors' Meetings. The Board of Directors has a
standing Audit Committee, which consists of the Directors who are not
"interested persons" of the Fund within the meaning of the Investment Company
Act. The principal purpose of the Audit Committee is to review the scope of
the annual audit conducted by the Fund's independent auditors and the
evaluation by such auditors of the accounting procedures followed by the
Fund. The non-interested Directors have retained independent legal counsel to
assist them in connection with these duties. The Board of Directors does not
have a nominating committee.

During the fiscal year ended October 31, 1994, the Board of Directors held
five meetings and the Audit Committee held four meetings. With the exception
of Mr. Bodurtha (who became a Director of the Fund in June, 1995), all of the
Directors attended at least 75% of the aggregate of the total number of
meetings of the Board of Directors and the total number of meetings held by
all committees on which he served during such period.

4
<PAGE>
Compliance with Section 16(a) of the Securities Exchange Act of
1934. Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Fund's officers, directors and persons who own
more than ten percent of a registered class of the Fund's equity securities,
to file reports of ownership and changes in ownership on Forms 3, 4 and 5
with the Securities and Exchange Commission ("SEC") and the New York Stock
Exchange. Officers, directors and greater than ten percent stockholders are
required by SEC regulations to furnish the Fund with copies of all Forms 3, 4
and 5 they file.

Based solely on the 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, the 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 Elizabeth Griffin
inadvertently failed to make a timely Form 3 filing to report her election as
a Senior Vice President of FAM.

Interested Persons. The 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 as a result of the positions he holds with FAM and its
affiliates. Mr. Zeikel is the President of the Fund and the President of FAM
and MLAM.

Compensation of Directors and Officers. FAM, the Fund's investment adviser,
pays all compensation of all officers of the Fund and all Directors of the
Fund who are affiliated with ML&Co. or its subsidiaries. The Fund pays each
Director not affiliated with FAM a fee of $2,500 per year plus $250 per
regular meeting attended, together with such Director's actual out-of-pocket
expenses relating to attendance at meetings. The Fund also pays each member
of its Audit Committee a fee of $500 per year plus $125 per meeting attended,
together with such Director's out-of-pocket expenses relating to attendance
at meetings. These fees and expenses aggregated $22,986 for the fiscal year
ended October 31, 1994.

The following table sets forth for the fiscal year ended October 31, 1994
compensation paid by the Fund to the non-affiliated Directors, and for the
calendar year ended December 31, 1994, the aggregate compensation paid by all
investment companies advised by FAM and its affiliate, MLAM ("FAM/MLAM
Advised Funds") to the non-affiliated Directors.

<TABLE>
<CAPTION>
Pension or
Retirement Total Compensation from
Aggregate Benefits Accrued as Fund and FAM/MLAM
Name of Compensation Part Advised Funds Paid to
Director from Fund of Fund Expenses Directors
- ---------------------- ---------- -------------------- -----------------------------
<S> <C> <C> <C>
James H. Bodurtha (1)(2) $ 0 None $ 0
Herbert I. London (1) $4,500 None $168,250
Robert R. Martin (1) $4,500 None $168,250
Joseph L. May (1) $4,500 None $168,250
Andre F. Perold (1) $4,500 None $168,250
</TABLE>
(1) In addition to the Fund, the Directors serve on the Boards of other
FAM/MLAM Advised Funds as follows: Mr. Bodurtha (46 Funds), Mr. London (46
Funds), Mr. Martin (46 Funds), Mr. May (46 Funds) and Mr. Perold (46 Funds).

(2) Mr. Bodurtha became a Director of the Fund and other FAM/MLAM Advised
Funds in June, 1995.

5
<PAGE>

Officers of the Fund. The Board of Directors has elected seven officers of
the Fund. The following sets forth information concerning each of these
officers:
<TABLE>
<CAPTION>
Officer
Name and Principal Occupation Office Age Since
- ------------------------------------------------------------------- ----------- -- -------
<S> <C> <C> <C>
Arthur Zeikel
President of FAM since 1977; President of MLAM since 1977;
President and Director of Princeton Services since 1993;
Executive Vice President of ML&Co. since 1990; Executive Vice
President of Merrill Lynch since 1990 and Senior Vice President
from 1985 to 1990; Director of MLFD since 1991. President 63 1992
Terry K. Glenn
Executive Vice President of FAM and MLAM since 1983; Executive
Vice President and Director of Princeton Services since 1993; Executive
President of MLFD since 1986 and Director since 1991; President Vice
of Princeton Administrators, L.P. since 1988. President 54 1992
Vincent R. Giordano
Senior Vice President of FAM and MLAM since 1984 and Vice
President of MLAM from 1980 to 1984; Portfolio Manager of FAM and
MLAM since 1977; Senior Vice President of Princeton Services Vice
since 1993. President 50 1992
Kenneth A. Jacob
Vice President of FAM and MLAM since 1984; employed by MLAM since Vice
1978. President 44 1992
Donald C. Burke
Vice President and Director of Taxation of MLAM since 1990; Vice
Employee of Deloitte & Touche from 1982 to 1990. President 35 1993
Gerald M. Richard
Senior Vice President and Treasurer of FAM and MLAM since 1984;
Senior Vice President and Treasurer of Princeton Services since
1993; Treasurer of MLFD since 1984 and Vice President since 1981. Treasurer 46 1992
Mark B. Goldfus
Vice President of FAM and MLAM since 1985. Secretary 48 1992
</TABLE>
Stock Ownership. At July 14, 1995, the Directors and officers of the Fund as
a group (12 persons) owned an aggregate of less than 1/4 of 1% of the Common
Stock of the Fund outstanding at such date and owned none of the AMPS
outstanding at such date. At such date, Mr. Zeikel, an officer and Director
of the Fund, and the other officers of the Fund owned an aggregate of less
than 1/4 of 1% of the outstanding shares of common stock of ML&Co.

ITEM 2. SELECTION OF INDEPENDENT AUDITORS

The Board of Directors of the Fund, including a majority of the Directors
who are not interested persons of the Fund, has selected the firm of Deloitte
& Touche llp ("D&T"), independent auditors, to examine the financial
statements of the Fund for the current fiscal year. The Fund knows of no
direct or indirect financial interest of D&T in the Fund. Such appointment is
subject to ratification or rejection by the stockholders of the Fund. Unless
a contrary specification is made, the accompanying proxy will be voted in
favor of ratifying the selection of such auditors.

6
<PAGE>
D&T also acts as independent auditors for ML&Co. and all of its subsidiaries
and for most other investment companies for which FAM or MLAM acts as
investment adviser. The fees received by D&T from these other entities are
substantially greater, in the aggregate, than the total fees received by it
from the Fund. The Board of Directors of the Fund considered the fact that
D&T has been retained as the independent auditors for ML&Co. and the other
entities described above, in its evaluation of the independence of D&T with
respect to the Fund.

Representatives of D&T are expected to be present at the Meeting and will
have the opportunity to make a statement if they so desire and to respond to
questions from stockholders.

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 Fund.
The Fund will reimburse banks, brokers and others for their reasonable
expenses in forwarding proxy solicitation material to the beneficial owners
of the shares of the Fund. The Fund may also hire proxy solicitors at the
expense of the Fund.

In order to obtain the necessary quorum at the Meeting (i.e., a majority of
the shares of each class of the Fund's securities entitled to vote at the
Meeting, present in person or by proxy), supplementary solicitation may be
made by mail, telephone, telegraph or personal interview by officers of the
Fund. It is anticipated that the cost of such supplementary solicitation, if
any, will be nominal.

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

The Directors are to be elected by class vote, two Directors being elected
by the holders of AMPS and the remaining Directors by the holders of AMPS and
Common Stock, voting together as a single class. At a meeting at which a
quorum is duly constituted, (i) the affirmative vote of a majority of the
votes cast by the holders of AMPS, voting separately as a class in person or
by proxy, is required for the election of the two (2) persons designated as
Directors to be elected by the holders of AMPS; (ii) the affirmative vote of
a majority of the votes cast by the holders of AMPS and Common Stock, voting
together as a single class in person or by proxy, is required for the
election of the remaining Directors (Item 1); and (iii) the proposal to
ratify the selection of the Fund's independent auditors (Item 2) may be
approved by the affirmative vote of the holders of a majority of the votes
cast by the holders of Common Stock and AMPS, voting together as a single
class in person or by proxy.

Broker-dealer firms, including Merrill Lynch, holding Fund shares 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 Fund understands that, under the rules of
the New York Stock Exchange, such broker-dealer firms may, without
instructions from their customers and clients, grant authority to the proxies
designated to vote on the election of Directors (Item 1) and ratification of
the selection of independent auditors (Item 2) if no instructions have been
received prior to the date specified in the broker-dealer firm's request for
voting instructions. The Fund will include shares held of record by
broker-dealers as to which such authority has been granted in its tabulation
of the total number of votes present for purposes of determining whether the
necessary quorum of stockholders exists. Proxies which are returned but which
are marked "abstain" or on which a broker- dealer has declined to vote on any
proposal ("broker non-vote"), will be counted as present for the purpose of
quorum. Merrill Lynch has advised that it intends to exercise discretion over
shares held in its name for which no instructions are received by voting such
shares in the same proportion as it has voted shares for which it has
received instructions. Abstentions and broker non-votes will not count as
votes cast and therefore will have no effect on the vote of either Item 1 or
Item 2.

7
<PAGE>

Address of Investment Adviser

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

Annual Report Delivery

The Fund will furnish without charge, a copy of its annual report for the
fiscal year ended October 31, 1994 to any stockholder upon request. Such
requests should be directed to MuniYield Quality Fund II, Inc., P.O. Box
9011, Princeton, New Jersey 08543-9011, Attention: Mark B. Goldfus,
Secretary, or to 1-800-456-4587 ext. 123.

Stockholder Proposals

If a stockholder intends to present a proposal at the 1996 Annual Meeting of
Stockholders of the Fund, which is anticipated to be held in September 1996,
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 March 25, 1996.

By Order of the Board of Directors
Mark B. Goldfus
Secretary

Dated: July 28, 1995

<PAGE>
COMMON STOCK

MUNIYIELD QUALITY FUND II, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
P R O X Y
This proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Mark B.
Goldfus as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse hereof,
all the shares of Common Stock of MuniYield Quality Fund II, Inc. (the "Fund")
held of record by the undersigned on July 14, 1995 at the annual meeting of
stockholders of the Fund to be held on September 8, 1995 or any adjournment
thereof.

This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be voted for Proposals 1 and 2.

(Continued and to be signed on the reverse side)

Please mark boxes [ ] or [X] in blue or black ink.
1. ELECTION OF DIRECTORS

FOR all nominees listed below
(except as marked to the contrary below) [ ]

WITHHOLD AUTHORITY
to vote for all nominees listed below [ ]

(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
Herbert I. London, Robert R. Martin, Andre F. Perold, Arthur Zeikel

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

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

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

Dated: , 1995

X
Signature

X
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

<PAGE>
AUCTION MARKET
PREFERRED STOCK

MUNIYIELD QUALITY FUND II, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
P R O X Y
This proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Mark B.
Goldfus as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse hereof,
all the shares of Auction Market Preferred Stock of MuniYield Quality Fund II,
Inc. (the "Fund") held of record by the undersigned on July 14, 1995 at the
annual meeting of stockholders of the Fund to be held on September 8, 1995 or
any adjournment thereof.

This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be voted for Proposals 1 and 2.

(Continued and to be signed on the reverse side)

Please mark boxes [ ] or [X] in blue or black ink.
1. ELECTION OF DIRECTORS

FOR all nominees listed below
(except as marked to the contrary below) [ ]

WITHHOLD AUTHORITY
to vote for all nominees listed below [ ]

(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
James H. Bodurtha, Herbert I. London, Robert R. Martin, Joseph L. May, Andre F.
Perold, Arthur Zeikel

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

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

Dated: , 1995

X
Signature

X
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.