<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
MUNIYIELD PENNSYLVANIA FUND
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
MUNIYIELD PENNSYLVANIA FUND
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
-----------------
NOTICE OF 1997 ANNUAL MEETING OF SHAREHOLDERS
-------------------
SEPTEMBER 11, 1997
TO THE SHAREHOLDERS OF MUNIYIELD PENNSYLVANIA FUND:
Notice is hereby given that the 1997 Annual Meeting of Shareholders (the
"Meeting") of MuniYield Pennsylvania Fund (the "Fund") will be held at the
offices of Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road,
Plainsboro, New Jersey, on Thursday, September 11, 1997 at 10:30 a.m. for the
following purposes:
(1) To elect a Board of Trustees 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 Trustees has fixed the close of business on July 15, 1997 as
the record date for the determination of shareholders entitled to notice of and
to vote at the Meeting or any adjournment thereof.
A complete list of the shareholders of the Fund entitled to vote at the
Meeting will be available and open to the examination of any shareholder of the
Fund for any purpose germane to the Meeting during ordinary business hours from
and after August 25, 1997, at the office of the Fund, 800 Scudders Mill Road,
Plainsboro, New Jersey 08536. You are cordially invited to attend the Meeting.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO
COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED FOR THIS PURPOSE. The enclosed proxy is being solicited on
behalf of the Board of Trustees of the Fund.
By Order of the Board of Trustees
PATRICK D. SWEENEY
SECRETARY
Plainsboro, New Jersey
Dated: July 31, 1997
<PAGE>
PROXY STATEMENT
-------------------
MUNIYIELD PENNSYLVANIA FUND
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
-----------------
1997 ANNUAL MEETING OF SHAREHOLDERS
-------------------
SEPTEMBER 11, 1997
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Trustees of MuniYield Pennsylvania Fund, a
Massachusetts business trust (the "Fund"), to be voted at the 1997 Annual
Meeting of Shareholders 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 Thursday, September 11, 1997 at 10:30 a.m. The
approximate mailing date of this Proxy Statement is July 31, 1997.
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 Trustees 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 Trustees has fixed the close of business on July 15, 1997 as
the record date for the determination of shareholders entitled to notice of and
to vote at the Meeting and at any adjournment thereof. Shareholders on the
record date will be entitled to one vote for each share held, with no shares
having cumulative voting rights. As of July 15, 1997, the Fund had outstanding
5,743,422 shares of beneficial interest, par value $.10 per share ("Common
Shares"), and 1,600 auction market preferred shares, par value $.05 per share
and liquidation preference $25,000 per share plus an amount equal to accumulated
but unpaid dividends thereon ("AMPS"). To the knowledge of the Fund, as of July
15, 1997, no person is the beneficial owner of more than five percent of the
outstanding Common Shares or more than five percent of the outstanding AMPS.
The Board of Trustees of the Fund knows of no business other than that
mentioned in Items 1 and 2 of the Notice of Meeting that will be presented for
consideration at the Meeting. If any other matter is properly presented, it is
the intention of the persons named in the enclosed proxy to vote in accordance
with their best judgment.
<PAGE>
ITEM 1. ELECTION OF TRUSTEES
At the Meeting, the Board of Trustees will be elected to serve until the
next Annual Meeting of Shareholders 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 as a
class, in favor of the two (2) persons designated as Trustees to be elected
by holders of AMPS; and
(2) All such proxies of the holders of AMPS and Common Shares, voting
together as a single class, in favor of the four (4) persons designated as
Trustees to be elected by holders of AMPS and Common Shares.
The Board of Trustees 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 Trustees may recommend.
Certain information concerning the nominees, including their designated
classes, is set forth below:
<TABLE>
<CAPTION>
TO BE ELECTED BY HOLDERS OF AMPS, VOTING SEPARATELY AS A CLASS:
<S> <C> <C> <C> <C> <C>
SHARES
BENEFICIALLY
OWNED AT
JULY 15, 1997
PRINCIPAL OCCUPATIONS --------------------------
DURING PAST FIVE YEARS TRUSTEE COMMON
NAME AND ADDRESS OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE SHARES AMPS
- ---------------------------------- --- --------------------------------- ----------- ------------- -----------
Donald Cecil(1)(2)................ 70 Special Limited Partner of 1992 0 0
Cumberland Associates Cumberland Partners (an
1114 Avenue of the Americas investment partnership) since
New York, New York 10036 1982; Member of Institute of
Chartered Financial Analysts;
Member and Chairman of
Westchester County (N.Y.) Board
of Transportation.
M. Colyer Crum(1)(2).............. 65 Currently James R. Williston 1992 0 0
Soldiers Field Road Professor of Investment
Boston, Massachusetts 02163 Management Emeritus, Harvard
Business School; James R.
Williston Professor of
Investment Management, Harvard
Business School, from 1971 to
1996; Director of Cambridge
Bancorp, Copley Properties,
Inc. and Sun Life Assurance
Company of Canada.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
TO BE ELECTED BY HOLDERS OF AMPS AND COMMON SHARES, VOTING TOGETHER AS A SINGLE CLASS:
SHARES
BENEFICIALLY
OWNED AT
JULY 15, 1997
PRINCIPAL OCCUPATIONS --------------------------
DURING PAST FIVE YEARS TRUSTEE COMMON
NAME AND ADDRESS OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE SHARES AMPS
- ---------------------------------- --- --------------------------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Edward H. Meyer(1)(2)............. 70 President of Grey Advertising 1992 0 0
Grey Advertising Inc. Inc. since 1968, Chief Executive
777 Third Avenue Officer since 1970 and Chairman
New York, New York 10017 of the Board of Directors since
1972; Director of The May
Department Stores Company,
Bowne & Co., Inc. (financial
printers), Ethan Allen
Interiors, Inc. and Harman
International Industries, Inc.
Jack B. Sunderland(1)(2).......... 68 President and Director of 1992 0 0
P.O. Box 7 American Independent Oil Company,
West Cornwall, Connecticut 06796 Inc. (an energy company) since
1987; Member of Council on
Foreign Relations since 1971.
J. Thomas Touchton(1)(2).......... 58 Managing Partner of The Witt- 1992 0 0
Suite 3405 Touchton Company and its
One Tampa City Center predecessor, The Witt Co. (a
Tampa, Florida 33602 private investment partnership)
since 1972; Trustee Emeritus of
Washington and Lee University;
Director of TECO Energy Inc.
(an electric utility holding
company).
Arthur Zeikel(1)*................. 65 President of Fund Asset 1992 0 0
800 Scudders Mill Road Management, L.P. ("FAM") since
Plainsboro, New Jersey 08536 1977; President of MLAM 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;
Director of Merrill Lynch Funds
Distributor, Inc. ("MLFD")
since 1977.
</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 Trustees and Officers" below.
(2) Member of the Audit Committee of the Board of Trustees.
* Interested person, as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of the Fund.
3
<PAGE>
COMMITTEES AND BOARD OF TRUSTEES' MEETINGS. The Board of Trustees has a
standing Audit Committee that consists of the Trustees 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
Trustees have retained independent legal counsel to assist them in connection
with these duties. The Board of Trustees does not have a nominating committee.
During the fiscal year ended October 31, 1996, the Board of Trustees held
four meetings and the Audit Committee held four meetings. All of the Trustees
attended at least 75% of the aggregate of the total number of meetings of the
Board of Trustees and the total number of meetings held by all committees of the
Board on which they served during such period.
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, trustees 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 (the "SEC") and the New York Stock Exchange.
Officers, trustees and greater than ten percent shareholders are required by SEC
regulations to furnish the Fund with copies of all Forms 3, 4 and 5 they file.
Based solely on 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, trustees, 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 Patrick D. Sweeney inadvertently failed to file a
timely report on Form 3 to disclose his appointment as an officer of the Fund.
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 because 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 TRUSTEES AND OFFICERS. FAM, the Fund's investment adviser,
pays all compensation of all officers of the Fund and all Trustees of the Fund
who are affiliated with ML & Co. or its subsidiaries. The Fund pays each Trustee
not affiliated with the investment adviser a fee of $2,500 per year plus $250
per regular meeting attended, together with such Trustee'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 Trustee's out-of-pocket expenses relating to attendance at
meetings. These fees and expenses aggregated $22,648 for the fiscal year ended
October 31, 1996.
The following table sets forth, for the fiscal year ended October 31, 1996,
compensation paid by the Fund to the non-affiliated Trustees and, for the
calendar year ended December 31, 1996, the aggregate
4
<PAGE>
compensation paid by all registered investment companies advised by FAM and its
affiliate, MLAM ("FAM/MLAM Advised Funds") to the non-affiliated Trustees.
<TABLE>
<CAPTION>
PENSION OR RETIREMENT AGGREGATE COMPENSATION FROM
BENEFITS ACCRUED AS FUND AND FAM/MLAM
COMPENSATION PART ADVISED FUNDS PAID TO
NAME OF TRUSTEE FROM FUND OF FUND EXPENSES TRUSTEES
- ------------------------------------------- ------------- ----------------------- -----------------------------
<S> <C> <C> <C>
Donald Cecil(1) $ 4,500 None $ 268,933
M. Colyer Crum(1) $ 4,500 None $ 117,600
Edward H. Meyer(1) $ 4,500 None $ 227,933
Jack B. Sunderland(1) $ 4,500 None $ 128,100
J. Thomas Touchton(1) $ 4,500 None $ 128,100
</TABLE>
- ------------------------
(1)In addition to the Fund the Trustees serve on the Boards of other FAM/MLAM
Advised Funds as follows: Mr. Cecil (32 registered investment companies
consisting of 32 portfolios); Mr. Crum (14 registered investment companies
consisting of 14 portfolios); Mr. Meyer (32 registered investment companies
consisting of 32 portfolios); Mr. Sunderland (17 registered investment
companies consisting of 29 portfolios); and Mr. Touchton (17 registered
investment companies consisting of 29 portfolios).
OFFICERS OF THE FUND. The Board of Trustees has elected eight 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 65 1992
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; Director of MLFD since 1977.
Terry K. Glenn.................................................................. Executive Vice 56 1992
Executive Vice President of FAM and MLAM since 1983; Executive Vice President President
and Director of Princeton Services since 1993; President of MLFD since 1986
and Director thereof since 1991; President of Princeton Administrators, L.P.
since 1988.
Vincent R. Giordano............................................................. Vice President 52 1992
Senior Vice President of FAM and MLAM since 1984; Senior Vice President of
Princeton Services since 1993.
Kenneth A. Jacob................................................................ Vice President 46 1992
Vice President of FAM and MLAM since 1984.
William R. Bock................................................................. Vice President 61 1997
Vice President of MLAM since 1989.
Donald C. Burke................................................................. Vice President 37 1993
Vice President and Director of Taxation of MLAM since 1990.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION OFFICE AGE SINCE
- -------------------------------------------------------------------------------- ----------------- --- -----------
<S> <C> <C> <C>
Gerald M. Richard............................................................... Treasurer 48 1992
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.
Patrick D. Sweeney.............................................................. Secretary 43 1997
Vice President of MLAM since 1990.
</TABLE>
SHARE OWNERSHIP. At July 15, 1997, the Trustees and officers of the Fund as
a group (13 persons) owned an aggregate of less than 1% of the Common Shares of
the Fund outstanding at such date and owned none of the AMPS outstanding at such
date. At such date, Mr. Zeikel, a Trustee and officer of the Fund, and the other
officers of the Fund owned an aggregate of less than 1% of the outstanding
shares of common stock of ML & Co.
ITEM 2. SELECTION OF INDEPENDENT AUDITORS
The Board of Trustees of the Fund, including a majority of the Trustees 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 shareholders of the Fund. Unless a contrary
specification is made, the accompanying proxy will be voted in favor of
ratifying the selection of such auditors.
D&T also acts as independent auditors for ML & Co. and all of its
subsidiaries and for most other investment companies for which FAM or MLAM acts
as investment adviser. The fees received by D&T from these other entities are
substantially greater, in the aggregate, than the total fees received by it from
the Fund. The Board of Trustees 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 shareholders.
ADDITIONAL INFORMATION
The expenses of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the 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.
6
<PAGE>
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 Trustee nominees and "FOR" the ratification of D&T as
independent auditors.
The Trustees are to be elected by class vote, two Trustees being elected by
the holders of AMPS voting separately as a class and the remaining Trustees by
the holders of AMPS and Common Shares, 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 AMPS represented in person or by proxy, voting separately as a
class, is required for the election of the two (2) persons designated as
Trustees to be elected by the holders of AMPS (Item 1); (ii) the affirmative
vote of a majority of the AMPS and the Common Shares represented in person or by
proxy, voting together as a single class, is required for the election of the
remaining Trustees (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 a majority of the Common Shares and the AMPS represented in person or by
proxy, voting together as a single class.
Broker-dealer firms, including Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("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 Trustees (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 shareholders 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. Merrill Lynch has advised the
Fund that it intends to exercise discretion over the shares held in its name for
which no instructions have been received by voting such shares on Items 1 and 2
in the same proportion as it has voted shares for which it has received
instructions. Abstentions and broker non-votes will not be counted as votes cast
and therefore will have the same effect as a vote against on Item 1 and Item 2.
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, 1996 to any stockholder upon request. Such
requests should be directed to MuniYield Pennsylvania Fund, P.O. Box 9011,
Princeton, New Jersey 08543-9011, Attention: Patrick D. Sweeney, or to
1-800-456-4587 ext. 123.
7
<PAGE>
SHAREHOLDER PROPOSALS
If a shareholder intends to present a proposal at the 1998 Annual Meeting of
Shareholders of the Fund, which is anticipated to be held in September 1998, and
desires to have the proposal included in the Fund's proxy statement and form of
proxy for that meeting, the shareholder must deliver the proposal to the offices
of the Fund by March 31, 1998.
By Order of the Board of Trustees
PATRICK D. SWEENEY
SECRETARY
Dated: July 31, 1997
8
<PAGE>
COMMON SHARES
MUNIYIELD PENNSYLVANIA FUND
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
P R O X Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Arthur Zeikel, Terry
K. Glenn and Patrick D. Sweeney 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 Common Shares of
MuniYield Pennsylvania Fund (the "Fund") held of record
by the undersigned on July 15, 1997 at the annual
meeting of shareholders of the Fund to be held on
September 11, 1997 or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2.
(Continued and to be signed on the reverse side)
<PAGE>
PLEASE MARK BOXES / / OR /X/ IN BLUE OR BLACK INK.
<TABLE>
<S> <C> <C>
1. ELECTION OF TRUSTEES FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary to vote for all nominees listed
below) / / below / /
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
EDWARD H. MEYER, JACK B. SUNDERLAND, J. THOMAS TOUCHTON AND ARTHUR ZEIKEL
2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent
auditors of the Fund to serve for the
current fiscal year.
FOR / / AGAINST / / ABSTAIN / /
3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears
hereon. When shares are held by
joint tenants, both should sign.
When signing as attorney or as
executor, administrator, trustee or
guardian, please give full title as
such. If a corporation, please sign
in full corporate name by president
or other authorized officer. If a
partnership, please sign in
partnership name by authorized
persons.
Dated: ______________________, 1997
X _________________________________
Signature
___________________________________
Signature, if held jointly
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
<PAGE>
AUCTION MARKET
PREFERRED SHARES
MUNIYIELD PENNSYLVANIA FUND
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
P R O X Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Arthur Zeikel, Terry
K. Glenn and Patrick D. Sweeney 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 Auction Market Preferred
Shares of MuniYield Pennsylvania Fund (the "Fund") held
of record by the undersigned on July 15, 1997 at the
annual meeting of shareholders of the Fund to be held on
September 11, 1997 or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2.
(Continued and to be signed on the reverse side)
<PAGE>
PLEASE MARK BOXES / / OR /X/ IN BLUE OR BLACK INK.
<TABLE>
<S> <C> <C>
1. ELECTION OF TRUSTEES FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary to vote for all nominees listed
below) / / below / /
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
DONALD CECIL, M. COLYER CRUM, EDWARD H. MEYER, JACK B. SUNDERLAND, J. THOMAS
TOUCHTON AND ARTHUR ZEIKEL
2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent
auditors of the Fund to serve for the
current fiscal year.
FOR / / AGAINST / / ABSTAIN / /
3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears
hereon. When shares are held by
joint tenants, both should sign.
When signing as attorney or as
executor, administrator, trustee or
guardian, please give full title as
such. If a corporation, please sign
in full corporate name by president
or other authorized officer. If a
partnership, please sign in
partnership name by authorized
persons.
Dated: ______________________, 1997
X _________________________________
Signature
___________________________________
Signature, if held jointly
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
