-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Woyi4Trty1v546wDIeTChVy2X4tZKkQG3x9+XrZ5VotC3s4FqvM+rPZgKk1CbxX2 Yby1zGNBnh7JlAzWvMITCQ== 0000950130-98-003978.txt : 20040415 0000950130-98-003978.hdr.sgml : 20040415 19980812192100 ACCESSION NUMBER: 0000950130-98-003978 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980924 FILED AS OF DATE: 19980813 DATE AS OF CHANGE: 19980816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MUNIENHANCED FUND INC CENTRAL INDEX KEY: 0000844172 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-05739 FILM NUMBER: 98684414 BUSINESS ADDRESS: STREET 1: P O BOX 9011 CITY: PRINCETON STATE: NJ ZIP: 08543 BUSINESS PHONE: 6092823319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MUNIYIELD QUALITY FUND INC CENTRAL INDEX KEY: 0000890196 IRS NUMBER: 223170744 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06660 FILM NUMBER: 98684417 BUSINESS ADDRESS: STREET 1: 800 SCUDDER MILL ROAD CITY: PLAINSBORO STATE: NJ ZIP: 08536 BUSINESS PHONE: 6092822800 MAIL ADDRESS: STREET 1: P O BOX 9011 CITY: PRINCETON STATE: NJ ZIP: 08543-9011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MUNIYIELD FUND INC CENTRAL INDEX KEY: 0000879361 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06414 FILM NUMBER: 98684415 BUSINESS ADDRESS: STREET 1: 800 SCUDDERS MILL RD CITY: PLAINSBORO STATE: NJ ZIP: 08543-9011 BUSINESS PHONE: 6092822800 MAIL ADDRESS: STREET 1: PO BOX 9011 STREET 2: C/O MERRILL LYNCH ASSET MANAGEMENT CITY: PRINCETON STATE: NJ ZIP: 08543-9011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MUNIYIELD QUALITY FUND II INC CENTRAL INDEX KEY: 0000887394 IRS NUMBER: 223194461 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06660 FILM NUMBER: 98684416 BUSINESS ADDRESS: STREET 1: 800 SCUDDERS MILL RD CITY: PLAINSBORO STATE: NJ ZIP: 08536 BUSINESS PHONE: 6092822800 MAIL ADDRESS: STREET 1: P O BOX 9011 CITY: PRINCETON STATE: NJ ZIP: 08543-9011 DEF 14A 1 MUNIENHANCED FUND, INC. As filed with the Securities and Exchange Commission on August 13, 1998 PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant /x/ Filed by a party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only /x/ Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2)) / / Definitive Additional Materials / / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 MUNIENHANCED FUND, INC. MUNIYIELD FUND, INC. MUNIYIELD QUALITY FUND, INC. MUNIYIELD QUALITY FUND II, INC. P.O. Box 9011 Princeton, New Jersey 08543-9011 - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of filing fee (Check the appropriate box): /x/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined.): (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- / / Fee paid previously with preliminary materials: - -------------------------------------------------------------------------------- / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration state- ment number, or the form or schedule and the date of its filing. (1) Amount previously paid: - -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: - -------------------------------------------------------------------------------- (3) Filing Party: - -------------------------------------------------------------------------------- (4) Date Filed: MUNIENHANCED FUND, INC. MUNIYIELD FUND, INC. MUNIYIELD QUALITY FUND, INC. MUNIYIELD QUALITY FUND II, INC. P.O. BOX 9011 PRINCETON, NEW JERSEY 08543-9011 ---------------- NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS ---------------- SEPTEMBER 24, 1998 To The Stockholders: Notice is hereby given that the 1998 Annual Meeting of Stockholders (the "Meeting") of each of the above-listed investment companies (each a "Fund" and, collectively, the "Funds") will be held at the offices of Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road, Plainsboro, New Jersey, on Thursday, September 24, 1998 at the time specified in Exhibit A hereto for the following purposes: (1) To elect members of the Board of Directors of each Fund to serve for the ensuing year; (2) To consider and act upon a proposal to ratify the selection of Deloitte & Touche LLP to serve as independent auditors of each Fund for its current fiscal year; and (3) To transact such other business as may properly come before the Meeting or any adjournment thereof. The Board of Directors has fixed the close of business on July 27, 1998 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 September 10, 1998, at the office of the Fund, 800 Scudders Mill Road, Plainsboro, New Jersey 08536. You are cordially invited to attend the Meeting. 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 respective Fund. By Order of the Board of Directors Philip M. Mandel Secretary of the Funds Plainsboro, New Jersey Dated: August 13, 1998 COMBINED PROXY STATEMENT ---------------- MUNIENHANCED FUND, INC. MUNIYIELD FUND, INC. MUNIYIELD QUALITY FUND, INC. MUNIYIELD QUALITY FUND II, INC. P.O. BOX 9011 PRINCETON, NEW JERSEY 08543-9011 ---------------- 1998 ANNUAL MEETING OF STOCKHOLDERS ---------------- SEPTEMBER 24, 1998 INTRODUCTION This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Boards of Directors of the above-listed funds (each a "Fund" and, collectively, the "Funds"), to be voted at the 1998 Annual Meeting of Stockholders of each Fund (the "Meeting"), to be held at the offices of Merrill Lynch Asset Management, L.P. ("MLAM"), 800 Scudders Mill Road, Plainsboro, New Jersey, on Thursday, September 24, 1998 at the time specified in Exhibit A hereto. The approximate mailing date of this Proxy Statement is August 14, 1998. 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 and for the ratification of the selection of independent auditors to serve for that Fund's current fiscal year. Any proxy may be revoked at any time prior to the exercise thereof by giving written notice to the Secretary of the applicable Fund at that Fund's address indicated above or by voting in person at the Meeting. The Board of Directors of each Fund has fixed the close of business on July 27, 1998 as the record date (the "Record Date") for the determination of stockholders entitled to notice of and to vote at the Meetings 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 of common stock, par value $.10 per share ("Common Stock") and shares of auction market preferred stock ("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 Common Stock or AMPS at such date. The Board of Directors of each Fund knows of no business other than that mentioned in Items 1 and 2 of the Notice of Meeting that will be presented for consideration at the Meeting. If any other matter is properly presented, it is the intention of the persons named in the enclosed proxy to vote in accordance with their best judgment. ITEM 1. ELECTION OF DIRECTORS At the Meetings, the Board of Directors 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 Directors to be elected by holders of AMPS; and (2) All proxies of the holders of Common Stock and AMPS, voting together as a single class, in favor of the four (4) persons designated as Directors to be elected by holders of Common Stock and AMPS. The Board of Directors 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 of Directors 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 Directors is set forth in Exhibit A.
PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS NAME AND ADDRESS AGE AND PUBLIC DIRECTORSHIPS(/1/) ---------------- --- -------------------------------------------- James H. 54 Director and Executive Vice President, The Bodurtha(/1/)(/2/)(/3/).... China Business Group, Inc. since 1996; 36 Popponesset Road Chairman and Chief Executive Officer, China Cotuit, Massachusetts 02635 Enterprise Management Corporation from 1993 to 1996; Chairman, Berkshire Corporation since 1980; Partner, Squire, Sanders & Dempsey from 1980 to 1993. Herbert I. 59 John M. Olin Professor of Humanities, New London(/1/)(/2/)(/3/)...... York University since 1994 and Professor 113-115 University Place thereof since 1980; Dean, Gallatin Division New York, New York 10003 of New York University from 1972 to 1994; Distinguished Fellow, Herman Kahn Chair, Hudson Institute from 1984 to 1985; Trustee, Hudson Institute since 1980 and President since 1997; Director, Damon Corp. from 1991 to 1995; Overseer, Center for Naval Analyses from 1983 to 1993; Limited Partner, Hypertech LP in 1996.
2
PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS NAME AND ADDRESS AGE AND PUBLIC DIRECTORSHIPS(/1/) ---------------- --- -------------------------------------------- Robert R. 71 Chairman and Chief Executive Officer, Martin(/1/)(/2/)(/3/)...... Kinnard Investments, Inc. from 1990 to 513 Grand Hill 1993; Executive Vice President, Dain St. Paul, Minnesota 55102 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. 69 Attorney in private practice since 1984; May(/1/)(/2/)(/3/)......... President, May and Athens Hosiery Mills 424 Church Street Division, Wayne-Gossard Corporation from Suite 2000 1954 to 1983; Vice President, Wayne-Gossard Nashville, Tennessee 37219 Corporation from 1972 to 1983; Chairman, The May Corporation (personal holding company) from 1972 to 1983; Director, Signal Apparel Co. from 1972 to 1989. Andre F. 46 Professor, Harvard Business School since Perold(/1/)(/2/)(/3/)...... 1989 and Associate Professor from 1983 to Morgan Hall 1989; Trustee, The Common Fund since 1989; Soldiers Field Director, Quantec Limited since 1991 and Boston, Massachusetts 02163 TIBCO from 1994 to 1996. Arthur Zeikel(/1/)(/3/)*.... 66 Chairman of Fund Asset Management, L.P. P.O. Box 9011 ("FAM," which term as used herein includes Princeton, New Jersey its corporate predecessors) and of MLAM 08543-9011 (which term as used herein includes its corporate predecessors) since 1997; President of FAM and MLAM from 1977 to 1997; Chairman of Princeton Services, Inc. ("Princeton Services") since 1997, Director thereof since 1993 and President thereof from 1993 to 1997; Executive Vice President of Merrill Lynch & Co., Inc. ("ML & Co.") since 1990.
- -------- (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." (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 of Directors Meetings. The Board of Directors of each Fund has a standing Audit Committee, which consists of 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. No Funds' Board of Directors has a nominating committee. During each Fund's last fiscal year, each of the Directors then in office attended at least 75% of the aggregate of the total number of meetings of the Board of Directors 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. 3 Compliance with Section 16(a) of the Securities Exchange Act of 1934. Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires the officers and directors of each Fund and persons who own more than ten percent of a registered class of the Fund's equity securities, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission ("SEC") and the New York Stock Exchange. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish the Fund with copies of all Forms 3, 4 and 5 they file. Based solely on each Fund's review of the copies of such forms, and amendments thereto, furnished to it during or with respect to its most recent fiscal year, and written representations from certain reporting persons that they were not required to file Form 5 with respect to the most recent fiscal year, each Fund believes that all of its officers, directors, greater than ten percent beneficial owners and other persons subject to Section 16 of the Exchange Act because of the requirements of Section 30 of the Investment Company Act., i.e., any advisory board member, investment adviser or affiliated person of the Fund's investment adviser, have complied with all filing requirements applicable to them with respect to transactions during the Fund's most recent fiscal year, except that Michael J. Hennewinkel inadvertently made a late Form 3 filing reporting his election as a Senior Vice President of FAM, which report indicated that he owned no shares of any of the Funds. Interested Persons. Each Fund considers Mr. Zeikel to be an "interested person" of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act because of the positions he holds with FAM and its affiliates. Mr. Zeikel is the President of each Fund and the Chairman of FAM and MLAM. Compensation of Directors. FAM, the investment adviser of each Fund, pays all compensation to all officers of the Fund and all Directors of the Fund who are affiliated with ML & Co. or its subsidiaries. Each Fund pays each Director not affiliated with FAM (each a "non-affiliated Director") 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 Directors, an annual fee plus a fee for each meeting attended, together with such Director's out-of-pocket expenses relating to attendance at such meetings. Information with respect to fees and expenses paid to the Directors 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 of Directors and hold office until they resign, are removed or are otherwise disqualified to serve. Stock Ownership. As of the Record Date, none of the nominees held shares of the Funds except as set forth in the table below:
NOMINEE FUND AND CLASS OF SHARES NO. OF SHARES HELD* - ------- --------------------------------------------- ------------------- Joseph L. May........... MuniEnhanced Fund, Inc.--Common Stock 1,000 MuniYield Fund, Inc.--Common Stock 1,024 MuniYield Quality Fund, Inc.--Common Stock 1,000 MuniYield Quality Fund II, Inc.--Common Stock 1,000
- -------- *These holdings represent less than 0.005% of the shares of Common Stock outstanding. 4 At the Record Date, the Directors and officers of each Fund as a group owned an aggregate of less than 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 a Director 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. SELECTION OF INDEPENDENT AUDITORS The Board of Directors of each 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. No Fund knows of any direct or indirect financial interest of such auditors in the Fund. Such appointment is subject to ratification or rejection by the stockholders of each Fund. Unless a contrary specification is made, the accompanying proxy will be voted in favor of ratifying the selection of such auditors. D&T also acts as independent auditors for ML & Co. and all of its subsidiaries and for most other investment companies for which FAM or MLAM acts as investment adviser. The fees received by D&T from these other entities are substantially greater, in the aggregate, than the total fees received by it from a Fund. The Board of Directors of each Fund considered the fact that D&T has been retained as the independent auditors for ML & Co. and the other entities described above in its evaluation of the independence of D&T with respect to 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. LEGAL PROCEEDINGS On June 21, 1996, a purported class action titled Jack Green, et al. v. Fund Asset Management, L.P., et al. was filed in the United States District Court for the District of Massachusetts. Among the named defendants in the action are seven of the leveraged closed-end municipal bond funds (including each of the Funds) for which FAM serves as the investment adviser (two of these seven funds have merged since the commencement of the litigation). In addition to the named defendants, plaintiffs also purport to bring claims against a defendant class consisting of all other publicly traded, closed-end investment companies for which FAM serves as investment adviser and which, among other things, have issued AMPS. The named plaintiffs, who claim to be investors in the seven named funds, purport to bring the action on behalf of a class consisting of all holders of the common stock of the subject funds. Plaintiffs allege that FAM and other affiliated defendants received excessive compensation for managing the subject funds. Plaintiffs claim, among other things, that the registration statements, annual reports and other documents filed by the funds with the SEC were misleading because such documents allegedly failed to disclose that proceeds arising from the issuance of AMPS would be included in a fund's net assets for the purposes of calculating the investment advisory fee payable to FAM. In addition, plaintiffs allege that a conflict of interest existed because it would always be in the defendants' interest to keep the funds fully leveraged to maximize the advisory fees and collateral compensation notwithstanding adverse market conditions. Plaintiffs also allege an additional conflict of interest arising from the receipt by such affiliates of underwriting discounts, or other 5 revenues in connection with the sale of the AMPS by the funds. The complaint asserts claims under Sections 8(e), 34(b), 36(a) and 36(b) of the Investment Company Act and the common law. Plaintiffs seek unspecified monetary damages as well as injunctive relief. On August 27, 1996, defendants moved to transfer the action to the United States Court for the District of New Jersey. By order dated July 16, 1997, the District Court Judge ordered the case transferred to the District of New Jersey. On September 17, 1997, defendants moved to dismiss plaintiffs' complaint on the ground that, even if the allegations in the complaint were true, plaintiffs had failed to state a claim upon which relief could be granted. On February 23, 1998, the Court granted defendants' motion in substantial part and dismissed plaintiffs' claims under Sections 8(e), 34(b) and 36(a) of the Investment Company Act with prejudice, but declined to dismiss plaintiffs' claims under Section 36(b) and state law. Plaintiffs filed a First Amended Complaint on March 31, 1998, realleging their claims under Section 36(b) and state law. Defendants filed an Answer on April 30, 1998, denying the substantive allegations in the First Amended Complaint. The defendants believe that the plaintiffs' allegations are entirely without merit and intend to defend the action vigorously. FAM has agreed to indemnify the named defendant funds (including each of the Funds) for any liabilities or expenses that they may incur in connection with this litigation. 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 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. With respect to Item 1, "Election of Directors," holders of AMPS, voting separately as a class, are entitled to elect two Directors and holders of Common Stock and AMPS, voting together as a single class, are entitled to elect the remaining Directors. Assuming a quorum is present, (i) election of the two Directors to be elected by the holders of AMPS, voting separately as a class, will require the affirmative vote of a majority of the votes cast by the holders of AMPS, represented at the Meeting and entitled to vote; (ii) election of the remaining Directors will require the affirmative vote of a majority of the votes cast by the holders of Common Stock and AMPS represented at the Meeting and entitled to vote, voting together as a single class; and (iii) approval of Item 2, "Selection of Independent Auditors," will require the affirmative vote of a majority of the votes cast by the holders of Common Stock and AMPS represented at the Meeting and entitled to vote, voting together as a single class. 6 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 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 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. 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 AND A COPY OF ITS SEMI-ANNUAL REPORT 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 intends to present a proposal at the 1999 Annual Meeting of Stockholders of the Fund, which is anticipated to be held in April 1999 (for MuniYield Fund, Inc., MuniYield Quality Fund, Inc. and MuniYield Quality Fund II, Inc.) or May 1999 (for MuniEnhanced Fund, Inc.) and desires to have the proposal included in the Fund's proxy statement and form of proxy for that meeting, the stockholder must deliver the proposal to the offices of the Fund by November 2, 1998 (for MuniYield Fund, Inc., MuniYield Quality Fund, Inc. and MuniYield Quality Fund II, Inc.) or December 2, 1998 (for MuniEnhanced Fund, Inc.). By Order of the Board of Directors Philip M. Mandel Secretary of the Funds Dated: August 13, 1998 7 [THIS PAGE INTENTIONALLY LEFT BLANK] EXHIBIT A INFORMATION PERTAINING TO EACH FUND .. GENERAL INFORMATION PERTAINING TO THE FUNDS
DEFINED TERM STATE OF FUND USED IN EXHIBIT A FISCAL YEAR END ORGANIZATION MEETING TIME - ---------------------------------------------------------------------------------- MuniEnhanced Fund, Inc. ME Fund 1/31 MD 9:00 a.m. - ---------------------------------------------------------------------------------- MuniYield Fund, Inc. MY Fund 10/31 MD 12:15 p.m. - ---------------------------------------------------------------------------------- MuniYield Quality Fund, Inc. Quality 10/31 MD 12:30 p.m. - ---------------------------------------------------------------------------------- MuniYield Quality Fund II, Inc. Quality II 10/31 MD 12:45 p.m.
SHARES OUTSTANDING AS OF THE RECORD DATE ---------------------------------------- FUND COMMON STOCK AMPS - --------------------------------------------------- ME Fund 29,039,176 6,000 - --------------------------------------------------- MY Fund 37,420,082 10,000 - --------------------------------------------------- Quality 30,425,258 8,000 - --------------------------------------------------- Quality II 22,070,885 6,000
A-1 .. INFORMATION PERTAINING TO OFFICERS AND DIRECTORS
YEAR IN WHICH EACH NOMINEE BECAME A MEMBER OF THE BOARD FUND BODURTHA LONDON MARTIN MAY PEROLD ZEIKEL - ----------------------------------------------------------------------- ME Fund 1995 1989 1993 1989 1989 1989 - ----------------------------------------------------------------------- MY Fund 1995 1991 1993 1991 1991 1991 - ----------------------------------------------------------------------- Quality 1995 1992 1993 1992 1992 1992 - ----------------------------------------------------------------------- Quality II 1995 1992 1993 1992 1992 1992
Set forth in the table below, with respect to each Fund, are the names of the nominees to be elected by holders of AMPS, voting separately as a class, and the names of the nominees to be elected by holders of Shares and AMPS, voting together as a single class.
NOMINEES TO BE NOMINEES TO BE ELECTED BY FUND ELECTED BY HOLDERS OF AMPS HOLDERS OF COMMON STOCK AND AMPS - ------------------------------------------------------------------------- ME Fund Herbert I. London James H. Bodurtha Andre F. Perold Robert R. Martin Joseph L. May Arthur Zeikel - ------------------------------------------------------------------------- MY Fund James H. Bodurtha Herbert I. London Joseph L. May Robert R. Martin Andre F. Perold Arthur Zeikel - ------------------------------------------------------------------------- Quality Joseph L. May James H. Bodurtha Andre F. Perold Herbert I. London Robert R. Martin Arthur Zeikel - ------------------------------------------------------------------------- Quality II James H. Bodurtha Herbert I. London Joseph L. May Robert R. Martin Andre F. Perold Arthur Zeikel
A-2 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 Directors during each Fund's most recently completed fiscal year.
BOARD AUDIT COMMITTEE AGGREGATE # MEETINGS ANNUAL PER MEETING # MEETINGS ANNUAL PER MEETING FEES AND FUND HELD* FEE ($) FEE ($)** HELD FEE ($) FEE ($)* EXPENSES ($) - ---------------------------------------------------------------------------------------- ME Fund 6 5,000 500 4 1,000 250 45,653 - ---------------------------------------------------------------------------------------- MY Fund 6 5,000 500 4 1,000 250 45,500 - ---------------------------------------------------------------------------------------- Quality 6 2,500 250 4 500 125 22,820 - ---------------------------------------------------------------------------------------- Quality II 6 2,500 250 4 500 125 22,888
*Includes meetings held via teleconferencing equipment. **The fee is payable for each meeting attended in person. A fee is not paid for telephonic meetings. Set forth in the table below is information regarding compensation paid by the Fund to the non-affiliated Directors for the most recently completed fiscal year.
COMPENSATION FROM FUND ($)* - ----------------------------------------------------------------------------------------------- FUND BODURTHA LONDON MARTIN MAY PEROLD - ----------------------------------------------------------------------------------------------- ME Fund 9,000 9,000 9,000 9,000 9,000 - ----------------------------------------------------------------------------------------------- MY Fund 9,000 9,000 9,000 9,000 9,000 - ----------------------------------------------------------------------------------------------- Quality 4,500 4,500 4,500 4,500 4,500 - ----------------------------------------------------------------------------------------------- Quality II 4,500 4,500 4,500 4,500 4,500
* No pension or retirement benefits are accrued as part of Fund expenses. A-3 Set forth in the table below is information regarding the aggregate compensation paid by all registered investment companies advised by FAM and its affiliate, MLAM ("FAM/MLAM Advised Funds"), to the non-affiliated Directors for the year ended December 31, 1997.
AGGREGATE COMPENSATION FROM FUND AND OTHER NAME OF DIRECTOR FAM/MLAM ADVISED FUNDS PAID TO DIRECTORS ($)(1) - --------------------------------------------------------------------- James H. Bodurtha 148,500 - --------------------------------------------------------------------- Herbert I. London 148,500 - --------------------------------------------------------------------- Robert R. Martin 148,500 - --------------------------------------------------------------------- Joseph L. May 148,500 - --------------------------------------------------------------------- Andre F. Perold 148,500
(1) The Directors serve on the boards of FAM/MLAM Advised Funds as follows: Mr. Bodurtha (23 registered investment companies consisting of 41 portfolios); Mr. London (23 registered investment companies consisting of 41 portfolios); Mr. Martin (23 registered investment companies consisting of 41 portfolios); Mr. May (23 registered investment companies consisting of 41 portfolios); and Mr. Perold (23 registered investment companies consisting of 41 portfolios). A-4 Set forth in the table below is information about the officers of all of the Funds. OFFICER INFORMATION - -------------------------------------------------------------------------------
OFFICER SINCE ------------------------------------------- NAME AND ME MY QUALITY BIOGRAPHY AGE OFFICE FUND FUND QUALITY II - ------------------------------------------------------------------------------- Arthur Zeikel............... 66 President 1989 1991 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.............. 57 Executive Vice 1989 1991 1992 1992 Executive Vice President of President MLAM and FAM since 1983; Executive Vice President and Director of Princeton Services since 1993; President of Princeton Funds Distributor, Inc. ("PFD") since 1986 and Director thereof since 1991; President of Princeton Administrators, L.P. since 1988. - ------------------------------------------------------------------------------- Vincent R. Giordano......... 53 Senior Vice 1989 1991 1992 1992 Senior Vice President of FAM President and MLAM since 1984; Portfolio Manager of FAM and MLAM since 1977; Senior Vice President of Princeton Services since 1993. - ------------------------------------------------------------------------------- Kenneth A. Jacob............ 47 Vice President 1989 1991 1992 1992 First Vice President of MLAM since 1997; Vice President of MLAM from 1984 to 1997; Vice President of FAM since 1984. - ------------------------------------------------------------------------------- Donald C. Burke............. 38 Vice President 1993 1993 1993 1993 First Vice President of MLAM since 1997; Vice President of MLAM from 1990 to 1997; Director of Taxation of MLAM since 1990. - ------------------------------------------------------------------------------- Robert A. DiMella, CFA...... 31 Vice President -- -- -- 1995 Vice President of MLAM since 1997; Assistant Portfolio Manager of MLAM from 1993 to 1995; Assistant Portfolio Manager with Prudential Investment Advisors from 1991 to 1993. - ------------------------------------------------------------------------------- Hugh T. Hurley, III......... 33 Vice President 1995 -- 1995 -- Vice President of MLAM since 1993; Municipal Bond Broker with Titus & Donnelly from 1990 to 1993.
A-5 OFFICER INFORMATION (CONTINUED) - --------------------------------------------------------------------------------
OFFICER SINCE -------------------------- NAME AND ME MY QUALITY BIOGRAPHY AGE OFFICE FUND FUND QUALITY II - -------------------------------------------------------------------------------- Theodore R. Jaeckel, Jr...... 38 Vice President -- 1995 -- -- Director (Municipal Tax- Exempt Fund Management) of MLAM since 1997; Vice President of MLAM from 1991 to 1997. - -------------------------------------------------------------------------------- Gerald M. Richard............ 49 Treasurer 1989 1991 1992 1992 Senior Vice President and Treasurer of MLAM and FAM since 1984; Senior Vice President and Treasurer of Princeton Services since 1993; Treasurer of PFD since 1984 and Vice President thereof since 1981. - -------------------------------------------------------------------------------- Philip M. Mandel............. 51 Secretary 1997 1997 1997 1997 First Vice President of MLAM since 1997; Assistant General Counsel of MLPF&S from 1989 to 1997.
A-6 AUCTION MARKET PREFERRED STOCK MUNIENHANCED 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 MuniEnhanced Fund, Inc. (the "Fund") held of record by the undersigned on July 27, 1998 at the annual meeting of stockholders of the Fund to be held on September 24, 1998 or any adjournment thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. (Continued and to be signed on the reverse side) Please mark boxes [=] or [X] in blue or black ink. 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 [_]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.) James H. Bodurtha, Herbert I. London, Robert R. Martin, Joseph L. May, Andre F. Perold, Arthur Zeikel 2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent auditors of the Fund to serve for the current fiscal year. FOR [_] AGAINST [_] ABSTAIN [_] 3. In the discretion of such proxies, upon such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney or as executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. Dated: , 1998 ------------------------------- X --------------------------------------- Signature X --------------------------------------- Signature, if held jointly SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. 2 COMMON STOCK MUNIENHANCED 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 MuniEnhanced Fund, Inc. (the "Fund") held of record by the undersigned on July 27, 1998 at the annual meeting of stockholders of the Fund to be held on September 24, 1998 or any adjournment thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. (Continued and to be signed on the reverse side) Please mark boxes [=] or [X] in blue or black ink. 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 [_]
(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, Robert R. Martin, Joseph L. May, Arthur Zeikel 2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent auditors of the Fund to serve for the current fiscal year. FOR [_] AGAINST [_] ABSTAIN [_] 3. In the discretion of such proxies, upon such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney or as executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. Dated: , 1998 ------------------------- X ------------------------------------ Signature X ------------------------------------ Signature, if held jointly SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. 2 AUCTION MARKET PREFERRED STOCK MUNIYIELD FUND, INC. P.O. BOX 9011 Princeton, New Jersey 08543-9011 PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints 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 Fund, Inc. (the "Fund") held of record by the undersigned on July 27, 1998 at the annual meeting of stockholders of the Fund to be held on September 24, 1998 or any adjournment thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. (Continued and to be signed on the reverse side) Please mark boxes [=] or [X] in blue or black ink. 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 [_]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.) James H. Bodurtha, Herbert I. London, Robert R. Martin, Joseph L. May, Andre F. Perold, Arthur Zeikel 2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent auditors of the Fund to serve for the current fiscal year. FOR [_] AGAINST [_] ABSTAIN [_] 3. In the discretion of such proxies, upon such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney or as executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. Dated: , 1998 ------------------------- X ------------------------------------ Signature X ------------------------------------ Signature, if held jointly SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. 2 COMMON STOCK MUNIYIELD FUND, INC. P.O. BOX 9011 Princeton, New Jersey 08543-9011 PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints 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 Fund, Inc. (the "Fund") held of record by the undersigned on July 27, 1998 at the annual meeting of stockholders of the Fund to be held on September 24, 1998 or any adjournment thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. (Continued and to be signed on the reverse side) Please mark boxes [=] or [X] in blue or black ink. 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 [_]
(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 person. Dated: , 1998 ------------------------- X ------------------------------------ Signature X ------------------------------------ Signature, if held jointly SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. 2 AUCTION MARKET PREFERRED STOCK MUNIYIELD QUALITY FUND, INC. P.O. BOX 9011 Princeton, New Jersey 08543-9011 PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints 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 Quality Fund, Inc. (the "Fund") held of record by the undersigned on July 27, 1998 at the annual meeting of stockholders of the Fund to be held on September 24, 1998 or any adjournment thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. (Continued and to be signed on the reverse side) Please mark boxes [=] or [X] in blue or black ink. 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 [_]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.) James H. Bodurtha, Herbert I. London, Robert R. Martin, Joseph L. May, Andre F. Perold, Arthur Zeikel 2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent auditors of the Fund to serve for the current fiscal year. FOR [_] AGAINST [_] ABSTAIN [_] 3. In the discretion of such proxies, upon such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney or as executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. Dated: , 1998 ------------------------- X ------------------------------------ Signature X ------------------------------------ Signature, if held jointly SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. 2 COMMON STOCK MUNIYIELD QUALITY FUND, INC. P.O. BOX 9011 Princeton, New Jersey 08543-9011 PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints 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 Quality Fund, Inc. (the "Fund") held of record by the undersigned on July 27, 1998 at the annual meeting of stockholders of the Fund to be held on September 24, 1998 or any adjournment thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. (Continued and to be signed on the reverse side) Please mark boxes [=] or [X] in blue or black ink. 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 [_]
(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, Arthur Zeikel 2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent auditors of the Fund to serve for the current fiscal year. FOR [_] AGAINST [_] ABSTAIN [_] 3. In the discretion of such proxies, upon such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney or as executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. Dated: , 1998 ------------------------- X ------------------------------------ Signature X ------------------------------------ Signature, if held jointly SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. 2 AUCTION MARKET PREFERRED STOCK MUNIYIELD QUALITY FUND II, INC. P.O. BOX 9011 Princeton, New Jersey 08543-9011 PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints 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 Quality Fund II, Inc. (the "Fund") held of record by the undersigned on July 27, 1998 at the annual meeting of stockholders of the Fund to be held on September 24, 1998 or any adjournment thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. (Continued and to be signed on the reverse side) Please mark boxes [=] or [X] in blue or black ink. 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 [_]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.) James H. Bodurtha, Herbert I. London, Robert R. Martin, Joseph L. May, Andre F. Perold, Arthur Zeikel 2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent auditors of the Fund to serve for the current fiscal year. FOR [_] AGAINST [_] ABSTAIN [_] 3. In the discretion of such proxies, upon such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney or as executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. Dated: , 1998 ------------------------- X ------------------------------------ Signature X ------------------------------------ Signature, if held jointly SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. 2 COMMON STOCK MUNIYIELD QUALITY FUND II, INC. P.O. BOX 9011 Princeton, New Jersey 08543-9011 PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints 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 Quality Fund II, Inc. (the "Fund") held of record by the undersigned on July 27, 1998 at the annual meeting of stockholders of the Fund to be held on September 24, 1998 or any adjournment thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. (Continued and to be signed on the reverse side) Please mark boxes [=] or [X] in blue or black ink. 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 [_]
(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 person. Dated: , 1998 ------------------------- X ------------------------------------ Signature X ------------------------------------ Signature, if held jointly SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. 2 -----END PRIVACY-ENHANCED MESSAGE-----