-----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, EfAys5LeJOq2HL2R/MZH0d1yVCzZnrFtMXfrEj8MxrhQUf5rRJ7QDnheoP47AzAw ltIcMTso0H89RIDJYTG9WQ== 0000950130-00-001403.txt : 20040415 0000950130-00-001403.hdr.sgml : 20040415 20000320153900 ACCESSION NUMBER: 0000950130-00-001403 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000427 FILED AS OF DATE: 20000320 DATE AS OF CHANGE: 20000321 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: 00573714 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: 00573712 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: 00573713 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 MUNI YIELD FUND, INC. As filed with the Securities and Exchange Commission on March 20, 2000 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 MuniYield Fund, Inc. MuniYield Quality Fund, Inc. MuniYield Quality Fund II, Inc. --------------------------------------------------------------- (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: MUNIYIELD FUND, INC. MUNIYIELD QUALITY FUND, INC. MUNIYIELD QUALITY FUND II, INC. P.O. Box 9011 Princeton, New Jersey 08543-9011 ---------------- NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS ---------------- APRIL 27, 2000 TO THE STOCKHOLDERS: Notice is hereby given that the 2000 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, April 27, 2000 at the time specified for each Fund in Exhibit A to the combined proxy statement for the following purposes: (1) To elect a 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 of each Fund has fixed the close of business on February 23, 2000 as the record date for the determination of stockholders entitled to notice of and to vote at the Meeting or any adjournment thereof. A complete list of the stockholders of each Fund entitled to vote at the Meeting will be available and open to the examination of any stockholder of that Fund for any purpose germane to the Meeting during ordinary business hours from and after April 13, 2000, at the office of the Funds, 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. If you have been provided with the opportunity on your proxy card or voting instruction form to provide voting instructions via telephone or the internet, please take advantage of these prompt and efficient voting options. The enclosed proxy is being solicited on behalf of the Board of Directors of each Fund. If you have any questions regarding the enclosed proxy material or need assistance in voting your shares, please contact our proxy solicitor, Shareholder Communications Corporation at 1-800-645-4519. By Order of the Boards of Directors Alice A. Pellegrino Secretary of the Funds Plainsboro, New Jersey Dated: March 20, 2000 COMBINED PROXY STATEMENT ---------------- MUNIYIELD FUND, INC. MUNIYIELD QUALITY FUND, INC. MUNIYIELD QUALITY FUND II, INC. P.O. BOX 9011 PRINCETON, NEW JERSEY 08543-9011 ---------------- 2000 ANNUAL MEETING OF STOCKHOLDERS ---------------- APRIL 27, 2000 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 2000 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, April 27, 2000 at the time specified in Exhibit A hereto. The approximate mailing date of this Proxy Statement is March 22, 2000. Each Fund is organized as a Maryland corporation. For ease and clarity of presentation, throughout the proxy statement shares of common stock of a Fund are referred to as "Shares," the outstanding Shares together with the outstanding auction market preferred stock ("AMPS") of a Fund are referred to collectively as the "Capital Stock," holders of Shares or AMPS are referred to as "stockholders," the Board of Directors of each of the Funds is referred to as the "Board," the directors of each Fund are referred to as "Board members," the investment adviser of each Fund is referred to as the "Investment Adviser" or "FAM" and each Fund's Articles of Incorporation (as amended and supplemented) is referred to as its "charter." Unless otherwise indicated, MLAM and Fund Asset Management L.P. ("FAM") are together referred to as "MLAM." All properly executed proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked thereon or otherwise as provided therein. Unless instructions to the contrary are marked, proxies will be voted for the election of the Board members 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 Fund at the Fund's address indicated above or by voting in person at the Meeting. The Board of each Fund has fixed the close of business on February 23, 2000 as the record date (the "Record Date") for the determination of stockholders entitled to notice of and to vote at the Meeting and at any adjournment thereof. Stockholders on the Record Date will be entitled to one vote for each share held, with no shares having cumulative voting rights. As of the Record Date, each Fund had outstanding the number of Shares and the number of shares of AMPS indicated in Exhibit A. To the knowledge of each Fund, as of the Record Date, no person is the beneficial owner of more than five percent of the outstanding Shares or AMPS at such date. The Board of each Fund knows of no business other than that mentioned in Items 1 and 2 of the Notice of Meeting that will be presented for consideration at the Meeting. If any other matter is properly presented, it is the intention of the persons named in the enclosed proxy to vote in accordance with their best judgment. ITEM 1. ELECTION OF BOARD MEMBERS At the Meetings, the Board members of each Fund will be elected to serve until the next Annual Meeting of Stockholders for such Fund and until their successors are elected and qualified. It is intended that all properly executed proxies will be voted (unless such authority has been withheld in the proxy) as follows: (1) All proxies of the holders of AMPS, voting separately as a class, in favor of the two (2) persons designated in Exhibit A as Board members to be elected by holders of AMPS; and (2) All proxies of the holders of Shares and AMPS, voting together as a single class, in favor of the five (5) persons designated in Exhibit A as Board members to be elected by holders of Shares and AMPS. The Board of each Fund knows of no reason why any of these nominees will be unable to serve, but in the event of any such unavailability, the proxies received will be voted for such substitute nominee or nominees as the Board for such Fund may recommend. Certain information concerning the nominees is set forth below. Additional information concerning the nominees and other information relevant to the election of Board members is set forth in Exhibit A.
Principal Occupations During Past Five Years Name and Address Age and Public Directorships(1) ---------------- --- --------------------------- James H. Bodurtha (/1/)(/2/)(/3/). 56 Director and Executive Vice President, The 36 Popponesset Road China Business Group, Inc. since 1996; Cotuit, Massachusetts 02635 Chairman and Chief Executive Officer, China Enterprise Management Corporation from 1993 to 1996; Chairman, Berkshire Corporation since 1980; Partner, Squire, Sanders & Dempsey from 1980 to 1993. Terry K. Glenn (/1/)(/3/)* ....... 59 Executive Vice President of FAM and MLAM P.O. Box 9011 since 1983; Executive Vice President and Princeton, New Jersey 08593-9011 Director of Princeton Services, Inc. ("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. Herbert I. London (/1/)(/2/)(/3/). 61 John M. Olin Professor of Humanities, New 2 Washington Square Village York University since 1993 and Professor New York, New York 10012 since 1980; President, Hudson Institute since 1997 and Trustee thereof since 1980; Dean, Gallatin Division of New York University from 1976 to 1993; Distinguished Fellow, Herman Kahn Chair, Hudson Institute from
2 1984 to 1985; Director, Damon Corp. from 1991 to 1995; Overseer, Center for Naval Analyses from 1983 to 1993; Limited Partner, Hypertech LP in 1996. Joseph L. May (/1/)(/2/)(/3/) ....... 70 Attorney in private practice since 1984; 424 Church Street President, May and Athens Hosiery Mills Suite 2000 Division, Wayne-Gossard Corporation from 1954 Nashville, Tennessee 37219 to 1983; Vice President, Wayne-Gossard Corporation from 1972 to 1983; Chairman, The May Corporation (personal holding company) from 1972 to 1983; Director, Signal Apparel Co. from 1972 to 1989. Andre F. Perold (/1/)(/2/)(/3/)...... 47 Professor, Harvard Business School since 1989 Morgan Hall and Associate Professor from 1983 to 1989; Soldiers Field Trustee, The Common Fund since 1989; Boston, Massachusetts 02163 Director, Quantec Limited from 1991 to 1999; Director TIBCO from 1994 to 1996; Director, Genbel Securities Limited and Gensec Bank since 1999; Director, Gensec Asset Management since 2000; Director, Bulldogresearch.com since 2000. Roberta Cooper Ramo(/1/)(/2/)(/3/)**. 57 Shareholder, Modrall, Sperling, Roehl, Harris P.O. Box 2168 & Sisk, P.A. since 1993; President, American 500 Fourth Street, N.W. Bar Association from 1995 to 1996 and Member Albuquerque, New Mexico 87103 of the Board of Governors thereof from 1994 to 1997; Partner, Poole, Kelly & Ramo, Attorneys at Law, P.C. from 1977 to 1993; Director, Coopers, Inc. since 1999; Director, United New Mexico Bank (now Wells Fargo) from 1983 to 1988; Director, First National Bank of New Mexico (now First Security) from 1975 to 1976. Arthur Zeikel(/1/)(/3/)*............. 67 Chairman of FAM and MLAM from 1997 to 1999; 300 Woodland Avenue President of FAM and MLAM from 1977 to 1997; Westfield, New Jersey 07090 Chairman of Princeton Services from 1997 to 1999, Director thereof from 1993 to 1999 and President thereof from 1993 to 1997; Executive Vice President of Merrill Lynch & Co., Inc. ("ML & Co.") from 1990 to 1999.
- -------- (1) Each of the nominees is a director, trustee or member of an advisory board of certain other investment companies for which FAM or MLAM acts as investment adviser. See "Compensation of Board Members." (2) Member of the Audit Committee of each Board. (3) Please see Exhibit A for information with respect to each Fund, indicating the names of the nominees to be elected by holders of AMPS, voting separately as a class, and the names of the nominees to be elected by holders of Shares and AMPS, voting together as a single class. * Interested person, as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act"), of each of the Funds. ** On December 15, 1999 the Board of each Fund appointed Ms. Ramo as a Board member of each of the Funds. 3 Committee and Board Meetings. The Board of each Fund has a standing Audit Committee, which consists of Board members who are not "interested persons" of the Fund within the meaning of the Investment Company Act. The principal purpose of the Audit Committee is to review the scope of the annual audit conducted by the Fund's independent auditors and the evaluation by such auditors of the accounting procedures followed by the Fund. The Audit Committee also reviews and nominates candidates to serve as non-interested Board members. The non-interested Board members have retained independent legal counsel to assist them in connection with these duties. During each Fund's last fiscal year, each of the Board members then in office attended at least 75% of the aggregate of the total number of meetings of the Board held during the fiscal year and, if a member, of the total number of meetings of the Audit Committee held during the period for which he or she served. Compliance with Section 16(a) of the Securities Exchange Act of 1934. Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires the officers and directors of each Fund and persons who own more than ten percent of a registered class of the Fund's equity securities, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission ("SEC") and the New York Stock Exchange. 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, with the exception that (i) Alice A. Pellegrino inadvertently made late Form 3 filings for all of the Funds reporting her election as Secretary of the Funds, (ii) Philip M. Mandel, who retired as Secretary of the Funds on April 30, 1999, inadvertently made late Form 5 filings for all of the Funds and (iii) Linda L. Federici, Senior Vice President of MLAM and FAM, inadvertently made a late Form 4 filing with respect to MuniYield Quality Fund, Inc. during the fiscal year ended October 31, 1998. Interested Persons. Each Fund considers Messrs. Glenn and Zeikel to be "interested persons" of the Funds within the meaning of Section 2(a)(19) of the Investment Company Act because of the positions each holds or has held with FAM and its affiliates. Mr. Glenn is the President of each Fund. Compensation of Board Members. The Funds pay fees to each non-interested Board member for service to the Funds. Each non-interested Board member receives an aggregate annual retainer of $100,000 for his or her services to multiple investment companies and portfolios advised by the Investment Adviser or its affiliates ("Affiliate-advised funds"). As of the date of this Combined Proxy Statement, the Board members serve on the boards of a number of Affiliate-advised funds set forth in Exhibit A under "Information Pertaining to Officers and Board Members." The portion of the annual retainer allocated to each fund is determined quarterly based on relative net assets of each fund. In addition, each non-interested Board member receives a fee per in- person board meeting attended and per in-person Audit Committee meeting attended. The annual per meeting fees paid to each non-interested Board member aggregate $60,000 for all Affiliate-advised funds on which such Board members serve and are allocated equally among those funds. The Funds also reimburse the non-interested Board members 4 for actual out-of-pocket expenses relating to attendance at meetings. The Audit Committee consists of all of the non-interested Board members. Officers of the Funds. Information regarding the officers of each Fund is set forth in Exhibit A. Officers of the Funds are elected and appointed by the Board and hold office until they resign, are removed or are otherwise disqualified to serve. Stock Ownership. As of the Record Date, none of the nominees held shares of the Funds except as set forth in the table below:
No. of Shares Nominee Fund Held* ------- --------------------------------------------- ------------- Terry K. Glenn MuniYield Fund, Inc.--Common Stock 12,124** MuniYield Quality Fund, Inc.--Common Stock 4,189** Joseph L. May MuniYield Fund, Inc.--Common Stock 1,024** MuniYield Quality Fund, Inc.--Common Stock 1,000** MuniYield Quality Fund II, Inc.--Common Stock 1,000**
- -------- * Rounded to the nearest whole share. ** Represents less than 1/10 of 1% of the shares outstanding. At the Record Date, the Board members and officers of each Fund as a group owned in the aggregate less than 1% of the Shares of the Fund outstanding at such date and owned none of the AMPS outstanding at such date. At such date, Mr. Zeikel, a Board member of each Fund, Mr. Glenn, an officer and a Board member of each Fund and the other officers of each Fund owned an aggregate of less than 1% of the outstanding shares of common stock of ML & Co. ITEM 2. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS The Board of each Fund, including a majority of the Board members who are not interested persons of the Fund, has selected the firm of Deloitte & Touche LLP ("D&T"), independent auditors, to examine the financial statements of that 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 each Fund. The Board 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 that Fund. Representatives of D&T are expected to be present at the Meetings and will have the opportunity to make a statement if they so desire and to respond to questions from stockholders. 5 LEGAL PROCEEDINGS On June 21, 1996, a putative 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. In addition to the named defendants, plaintiffs also purport to assert 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 revenues in connection with the sale of the AMPS by the funds. The complaint also attempted to assert 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. 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 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. Defendants filed an Answer on April 30, 1998, denying the substantive allegations in the First Amended Complaint. The Court subsequently granted defendants' motion to dismiss plaintiffs' state law claims for breach of fiduciary duty and deceit, holding that Section 36(b) preempted these state law claims. Plaintiffs have appealed this decision and the Third Circuit has agreed to hear the appeal. Discovery in the case is ongoing. The defendants believe that the plaintiffs' allegations are 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. 6 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. 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. Each Fund has retained Shareholder Communications Corporation, 17 State Street, New York, New York 10004, to assist in the solicitation of proxies at a cost to each Fund of approximately $3,500 plus out-of-pocket expenses. All shares represented by properly executed proxies, unless such proxies have previously been revoked, will be voted at the Meetings in accordance with the directions on the proxies; if no direction is indicated, the shares will be voted "FOR" the Board member nominees and "FOR" the ratification of D&T as independent auditors of each Fund. With respect to Item 1, "Election of Board Members," holders of AMPS, voting separately as a class, are entitled to elect two Board members and holders of Capital Stock, voting together as a single class, are entitled to elect the remaining Board members. Assuming a quorum is present, (i) election of the two Board members to be elected by the holders of AMPS, voting separately as a class, will require a plurality of all votes cast by the holders of AMPS, represented at the Meeting and entitled to vote; and (ii) election of the remaining Board members will require a plurality of all votes cast by the holders of Capital Stock represented at the Meeting and entitled to vote, voting together as a single class. Approval of Item 2. "Ratification of the Selection of Independent Auditors," will require the affirmative vote of a majority of votes cast by the holders of shares of Capital Stock represented at the Meeting and entitled to vote, voting together as a single class. A "plurality of the votes" means the candidate must receive more votes than any other candidate for the same position, but not necessarily a majority of votes cast. Broker-dealer firms, including Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), holding shares of each Fund in "street name" for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on each Item before the Meeting. The Funds understand that, under the rules of the New York Stock Exchange such broker-dealer firms may, without instructions from their customers and clients, grant authority to the proxies designated to vote on the election of Board members (Item 1) and ratification of the selection of independent auditors (Item 2) if no instructions have been received prior to the date specified in the broker-dealer firm's request for voting instructions. The Funds will include shares held of record by broker-dealers as to which such authority has been granted in its 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 Funds 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. 7 Management knows of no other matters to be presented at the Meetings. However, if other matters are presented for a vote at the Meetings or any adjournments thereof, the proxy holders will vote the Shares and AMPS represented by properly executed proxies according to their judgment on those matters. Address Of Investment Adviser The principal office of FAM is located at 800 Scudders Mill Road, Plainsboro, New Jersey 08536. Annual Report Delivery Each Fund will furnish, without charge, a copy of its Annual Report for the Fund's last fiscal year to any stockholder upon request. Such requests should be directed to the applicable Fund, P.O. Box 9011, Princeton, New Jersey 08543-9011, Attention: Alice A. Pellegrino, or to 1-800-456-4587, ext. 123. Stockholder Proposals If a stockholder intends to present a proposal at the 2001 Annual Meeting of Stockholders of a Fund, which is anticipated to be held in April 2001, 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 18, 2000. By Order of the Boards of Directors ALICE A. PELLEGRINO Secretary of the Funds Dated: March 20, 2000 8 Exhibit A INFORMATION PERTAINING TO EACH FUND .. General Information Pertaining to the Funds
Defined Term Fiscal Used in Exhibit Year State of Meeting A End Organization Time Fund --------------- ------ ------------ --------- MuniYield Fund, Inc............... MY Fund 10/31 MD 1:00 p.m. MuniYield Quality Fund, Inc....... Quality Fund 10/31 MD 1:20 p.m. MuniYield Quality Fund II, Inc.... Quality Fund II 10/31 MD 1:40 p.m.
Shares of Capital Stock Outstanding as of the Record Date ----------------------- Shares AMPS Fund ----------- -------- MY Fund............................................... 38,317,103 10,000 Quality Fund.......................................... 30,425,258 8,000 Quality Fund II....................................... 22,366,930 6,000
.. Information Pertaining to Officers and Board Members
Year in Which Each Nominee Became a Member of the Board -------------------------------------------------------------- Bodurtha Glenn London May Perold Ramo Zeikel Fund ---------- ------- -------- ------- -------- ------- -------- MY Fund.......... 1995 1999 1991 1991 1991 1999 1991 Quality Fund..... 1995 1999 1992 1992 1992 1999 1992 Quality Fund II.. 1995 1999 1992 1992 1992 1999 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 of Capital Stock, voting together as a single class.
Nominees to be Nominees to be Elected Elected by holders of AMPS by Holders of Shares and AMPS Fund --------------------------------- --------------------------------------- MY Fund................. James H. Bodurtha Joseph L. May Terry K. Glenn Andre F. Perold Herbert I. London Arthur Zeikel Roberta Cooper Ramo Quality Fund............ Joseph L. May Andre F. Perold James H. Bodurtha Roberta Cooper Ramo Terry K. Glenn Arthur Zeikel Herbert I. London Quality Fund II......... James H. Bodurtha Joseph L. May Terry K. Glenn Andre F. Perold Herbert I. London Arthur Zeikel Roberta Cooper Ramo
A-1 Set forth in the table below is information regarding board and committee meetings held and the aggregate fees and expenses paid by the Fund to non- affiliated Board members during each Fund's most recently completed fiscal year.
Board Audit Committee ----------------------- ----------------------- Per Per # Annual Meeting # Annual Meeting Aggregate Meetings Fee Fee Meetings Fee Fee Fees and Held* ($) ($)** Held* ($) ($)** Expenses($) -------- ------ ------- -------- ------ ------- ----------- MY Fund............ 6 5,000 500 4 1,000 250 41,940 Quality Fund....... 6 2,500 250 4 500 125 23,276 Quality Fund II.... 6 2,500 250 4 500 125 23,176
- -------- * 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 Board members for the most recently completed fiscal year.
Compensation From Fund ($)+ ------------------------------------ Bodurtha London May Perold Ramo(1) -------- ------ ----- ------ ------- MY Fund.................................... 9,000 9,000 9,000 9,000 0 Quality Fund............................... 4,500 4,500 4,500 4,500 0 Quality Fund II............................ 4,500 4,500 4,500 4,500 0
- -------- + No pension or retirement benefits are accrued as part of Fund expenses. (1) Ms. Ramo did not join the Boards until December 15, 1999 and received no compensation in the fiscal years ended October 31, 1999. Set forth in the table below is information regarding the aggregate compensation paid by all registered investment companies advised by FAM and its affiliate ("Affiliate-Advised Funds"), to non-affiliated Board members for the year ended December 31, 1999.
Aggregate Compensation From Fund and Other Name of Board Member Affiliate-Advised Funds Paid to Board Members ($)(1) - -------------------- ---------------------------------------------------- James H. Bodurtha.......... $133,500 Herbert I. London.......... $133,500 Joseph L. May.............. $133,500 Andre F. Perold............ $133,250 Roberta Cooper Ramo(2)..... 0
- -------- (1) The Directors serve on the boards of Affiliate-Advised Funds as follows: Mr. Bodurtha (29 registered investment companies consisting of 43 portfolios); Mr. London (29 registered investment companies consisting of 43 portfolios); Mr. May (29 registered investment companies consisting of 43 portfolios); Mr. Perold (29 registered investment companies consisting of 43 portfolios); and Ms. Ramo (23 registered investment companies consisting of 19 portfolios). (2) Ms. Ramo joined the Boards on December 15, 1999 and received no compensation in the year ended December 31, 1999. A-2 Set forth in the table below is information about the officers of each of the Funds.
Quality Quality Name and Biography Age Office MY Fund Fund Fund II ------------------ --- --------------------- ------- ------- ------- Terry K. Glenn............... 59 President 1991* 1992* 1992* Executive Vice President of FAM and MLAM 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.......... 55 Senior Vice President 1991 1992 1992 Senior Vice President of FAM and MLAM since 1984; Portfolio Manager of FAM and MLAM since 1977; Senior Vice President of Princeton Services since 1993. Kenneth A. Jacob............. 49 Vice President 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 ............. 39 Vice President 1993 1993 1993 Senior Vice President and Treasurer 1999 1999 1999 Treasurer of FAM and MLAM since 1999; Senior Vice President and Treasurer of Princeton Services since 1999; Vice President of PFD since 1999; First Vice President of MLAM from 1997 to 1999; Vice President of MLAM from 1990 to 1997; Director of Taxation of MLAM since 1990. Robert A. DiMella, CFA....... 33 Vice President -- -- 1995 Vice President of MLAM since 1997; Assistant Portfolio Manager of MLAM from 1993 to 1995. Theodore R. Jaeckel, Jr...... 40 Vice President 1995 -- -- Director, Municipal Tax Exempt Fund Management of MLAM since 1997; Vice President of MLAM from 1991 to 1997 Michael Kalinoski............ 29 Vice President -- 1999 -- Vice President and Portfolio Manager of MLAM since 1999; Head Municipal Bank Trader with Strong Funds from 1996 to 1999 and a member of the municipal bond investment team of Strong Funds from 1993 to 1996. Alice A. Pellegrino.......... 40 Secretary 1999 1999 1999 Vice President of MLAM since 1999; Attorney associated with MLAM since 1997; Associate with Kirkpatrick & Lockhart LLP from 1992 to 1997.
- -------- *Mr. Glenn was elected President of each Fund in 1999. Prior to that he served as Executive Vice President of each Fund. A-3 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 Terry K. Glenn, Donald C. Burke and Alice A. Pellegrino as proxies, each with the power to appoint his or her 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 February 23, 2000 at the Annual Meeting of Stockholders of the Fund to be held on April 27, 2000 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. By signing and dating the reverse side of this card, you authorize the proxies to vote each proposal as marked, or if not marked, to vote "FOR" each proposal, and to use their discretion to vote for any other matter as may properly come before the meeting or any adjournment thereof. If you do not intend to personally attend the meeting, please complete and return this card at once in the enclosed envelope. (Continued and to be signed on the reverse side) Please mark boxes |o| 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.) Terry K. Glenn, Herbert I. London, Andre F. Perold, Roberta Cooper Ramo 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 person. Dated: 2000 ---------------------------------------------------------------- X -------------------------------------------------------------------------- Signature X -------------------------------------------------------------------------- Signature, if held jointly Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope. 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 Terry K. Glenn, Donald C. Burke and Alice A. Pellegrino as proxies, each with the power to appoint his or her 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 February 23, 2000 at the Annual Meeting of Stockholders of the Fund to be held on April 27, 2000 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. By signing and dating the reverse side of this card, you authorize the proxies to vote each proposal as marked, or if not marked, to vote "FOR" each proposal, and to use their discretion to vote for any other matter as may properly come before the meeting or any adjournment thereof. If you do not intend to personally attend the meeting, please complete and return this card at once in the enclosed envelope. (Continued and to be signed on the reverse side) Please mark boxes |o| 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, Terry K. Glenn, Herbert I. London, Joseph L. May, Andre F. Perold, Roberta Cooper Ramo 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. If the undersigned is a broker-dealer, it hereby instructs the proxies, pursuant to Rule 452 of the New York Stock Exchange, to vote any uninstructed shares of Auction Market Preferred Stock, in the same proportion as votes cast by holders of Auction Market Preferred Stock, who have responded to this proxy solicitation. 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: 2000 ---------------------------------------------------------------- X -------------------------------------------------------------------------- Signature X -------------------------------------------------------------------------- Signature, if held jointly Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope. 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 Terry K. Glenn, Donald C. Burke and Alice A. Pellegrino as proxies, each with the power to appoint his or her 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 February 23, 2000 at the Annual Meeting of Stockholders of the Fund to be held on April 27, 2000 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. By signing and dating the reverse side of this card, you authorize the proxies to vote each proposal as marked, or if not marked, to vote "FOR" each proposal, and to use their discretion to vote for any other matter as may properly come before the meeting or any adjournment thereof. If you do not intend to personally attend the meeting, please complete and return this card at once in the enclosed envelope. (Continued and to be signed on the reverse side) Please mark boxes |o| 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.) Terry K. Glenn, Herbert I. London, Andre F. Perold, Roberta Cooper Ramo 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 person. Dated: 2000 ---------------------------------------------------------------- X -------------------------------------------------------------------------- Signature X -------------------------------------------------------------------------- Signature, if held jointly Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope. 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 Terry K. Glenn, Donald C. Burke and Alice A. Pellegrino as proxies, each with the power to appoint his or her 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 February 23, 2000 at the Annual Meeting of Stockholders of the Fund to be held on April 27, 2000 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. By signing and dating the reverse side of this card, you authorize the proxies to vote each proposal as marked, or if not marked, to vote "FOR" each proposal, and to use their discretion to vote for any other matter as may properly come before the meeting or any adjournment thereof. If you do not intend to personally attend the meeting, please complete and return this card at once in the enclosed envelope. (Continued and to be signed on the reverse side) Please mark boxes |o| 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, Terry K. Glenn, Herbert I. London, Joseph L. May, Andre F. Perold, Roberta Cooper Ramo 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. If the undersigned is a broker-dealer, it hereby instructs the proxies, pursuant to Rule 452 of the New York Stock Exchange, to vote any uninstructed shares of Auction Market Preferred Stock, in the same proportion as votes cast by holders of Auction Market Preferred Stock, who have responded to this proxy solicitation. 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: 2000 ---------------------------------------------------------------- X -------------------------------------------------------------------------- Signature X -------------------------------------------------------------------------- Signature, if held jointly Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope. 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 Terry K. Glenn, Donald C. Burke and Alice A. Pellegrino as proxies, each with the power to appoint his or her 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 February 23, 2000 at the Annual Meeting of Stockholders of the Fund to be held on April 27, 2000 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. By signing and dating the reverse side of this card, you authorize the proxies to vote each proposal as marked, or if not marked, to vote "FOR" each proposal, and to use their discretion to vote for any other matter as may properly come before the meeting or any adjournment thereof. If you do not intend to personally attend the meeting, please complete and return this card at once in the enclosed envelope. (Continued and to be signed on the reverse side) Please mark boxes |o| 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, Terry K. Glenn, Herbert I. London, Roberta Cooper Ramo 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 person. Dated: 2000 ---------------------------------------------------------------- X -------------------------------------------------------------------------- Signature X -------------------------------------------------------------------------- Signature, if held jointly Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope. 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 Terry K. Glenn, Donald C. Burke and Alice A. Pellegrino as proxies, each with the power to appoint his or her 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 February 23, 2000 at the Annual Meeting of Stockholders of the Fund to be held on April 27, 2000 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. By signing and dating the reverse side of this card, you authorize the proxies to vote each proposal as marked, or if not marked, to vote "FOR" each proposal, and to use their discretion to vote for any other matter as may properly come before the meeting or any adjournment thereof. If you do not intend to personally attend the meeting, please complete and return this card at once in the enclosed envelope. (Continued and to be signed on the reverse side) Please mark boxes |o| 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, Terry K. Glenn, Herbert I. London, Joseph L. May, Andre F. Perold, Roberta Cooper Ramo 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. If the undersigned is a broker-dealer, it hereby instructs the proxies, pursuant to Rule 452 of the New York Stock Exchange, to vote any uninstructed shares of Auction Market Preferred Stock, in the same proportion as votes cast by holders of Auction Market Preferred Stock, who have responded to this proxy solicitation. 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: 2000 ---------------------------------------------------------------- X -------------------------------------------------------------------------- Signature X -------------------------------------------------------------------------- Signature, if held jointly Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope. -----END PRIVACY-ENHANCED MESSAGE-----