Filed by the Registrant x Filed by a Party other than the Registrant ¨ | Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Section 240.14a-12 |
x No fee required. |
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
(1) Title of each class of securities to which transaction applies: |
(2) Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (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. |
(1) Amount Previously Paid: |
(2) Form, Schedule or Registration Statement No.: |
(3) Filing Party: |
(4) Date Filed: |
By Order of the Board of Directors |
BRADLEY J. LUCIDO |
Secretary |
(1) All such proxies of the holders of shares 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 such proxies of the holders of shares of Common Stock and AMPS, voting together as a single class, will be voted in favor of the three (3) persons designated as Directors to be elected by holders of Common Stock and AMPS. |
Name and Address of Nominee | Age | Principal Occupation During Past Five Years and Public Directorships(1) | Director Since | Shares Beneficially Owned at the Record Date | ||||||
---|---|---|---|---|---|---|---|---|---|---|
Common Stock | AMPS | |||||||||
Melvin R. Seiden(1)(2) 780 Third Avenue Suite 2502 New York, New York 10017 | 71 | Director of Silbanc Properties, Ltd. (real estate, investment and consulting) since 1987; Chairman and President of Seiden & de Cuevas, Inc. (private investment firm) from 1964 to 1987. | 1999 | 0 | 0 | |||||
Robert S. Salomon, Jr.(1)(2) 106 Dolphin Cove Quay Stamford, Connecticut 06902 | 64 | Principal of STI Management (investment adviser) since 1994; Chairman and CEO of Salomon Brothers Asset Management from 1992 until 1995; Chairman of Salomon Brothers equity mutual funds from 1992 until 1995; regular columnist with Forbes magazine since 1992; Director of Stock Research and U.S. Equity Strategist at Salomon Brothers Inc. from 1975 until 1991; Trustee, Commonfund from 1980 to 2001. | 1999 | 0 | 0 |
Name and Address of Nominee | Age | Principal Occupation During Past Five Years and Public Directorships(1) | Director Since | Shares Beneficially Owned at the Record Date | ||||||
---|---|---|---|---|---|---|---|---|---|---|
Common Stock | AMPS | |||||||||
Terry K. Glenn(1)* P.O. Box 9011 Princeton, New Jersey 08543- 9011 | 61 | Chairman (Americas Region) of MLIM since 2001; Executive Vice President of MLIM and Fund Asset Management, L.P. (“FAM”) (which terms as used herein include their corporate predecessors) since 1983; Executive Vice President and Director of Princeton Services, Inc. (“Princeton Services”) since 1993; President of Merrill Lynch Mutual Funds since 1999; President of FAM Distributors, Inc. (“FAMD”) since 1986 and Director thereof since 1991; President of Princeton Administrators, L.P. since 1988; Director of Financial Data Services, Inc. since 1985. | 1999 | 0 | 0 | |||||
Joe Grills(1)(2) P.O. Box 98 Rapidan, Virginia 22733 | 66 | Member of the Committee of Investment of Employee Benefit Assets of the Association of Financial Professionals (“CIEBA”) since 1986; Member of CIEBA’s Executive Committee since 1988 and its Chairman from 1991 to 1993; Assistant Treasurer of International Business Machines Corporation (“IBM”) and Chief Investment Officer of IBM Retirement Funds from 1986 until 1993; Member of the Investment Advisory Committee of the State of New York Common Retirement Fund since 1989; Member of the Investment Advisory Committee of the Howard Hughes Medical Institute from 1997 to 2000; Director, Duke Management Company since 1992 and Vice Chairman thereof since 1998; Director, LaSalle Street Fund from 1995 to 2001; Director, Kimco Realty Corporation since 1997; Member of the Investment Advisory Committee of the Virginia Retirement System since 1998; Director, Montpelier Foundation since 1998 and its Vice Chairman since 2000; Member of the Investment Committee of the Woodberry Forest School since 2000; Member of the Investment Committee of the National Trust for Historic Preservation since 2000. | 1999 | 0 | 0 | |||||
Stephen B. Swensrud(1)(2) 88 Broad Street, 2nd Floor Boston, Massachusetts 02110 | 68 | Chairman of Fernwood Advisors (investment adviser) since 1996; Principal of Fernwood Associates (financial consultant) since 1975; Chairman of RPP Corporation (manufacturing) since 1978; Director, International Mobile Communications, Inc. since 1998. | 1999 | 0 | 0 |
(1) | Each of the nominees is a director, trustee or member of an advisory board of one or more additional investment companies for which FAM or MLIM acts as investment adviser. See “Compensation of Directors” below. |
(2) | Member of the Audit Committee of the Board of Directors. |
* | Interested person, as defined in the Investment Company Act of 1940 (the “Investment Company Act”), of the Fund. |
Name of Director | Compensation from Fund | Pension or Retirement Benefits Accrued as Part of Fund Expenses | Aggregate Compensation from Fund, Other FAM/MLIM-Advised Funds Paid to Directors | |||
---|---|---|---|---|---|---|
Joe Grills(1) | $6,500 | None | $224,500 | |||
Walter Mintz(1)(2) | $6,500 | None | $184,000 | |||
Robert S. Salomon, Jr.(1) | $6,500 | None | $184,000 | |||
Melvin R. Seiden(1) | $6,500 | None | $184,000 | |||
Stephen B. Swensrud(1) | $6,500 | None | $280,233 |
(1) | The Directors serve on the boards of other FAM/MLIM-Advised Funds as follows: Mr. Grills (20 registered investment companies consisting of 49 portfolios); Mr. Mintz (16 registered investment companies consisting of 36 portfolios); Mr. Salomon (16 registered investment companies consisting of 36 portfolios); Mr. Seiden (16 registered investment companies consisting of 36 portfolios); Mr. Swensrud (42 registered investment companies consisting of 87 portfolios). |
(2) | Effective September 24, 2001, Mr. Mintz retired from the Boards of the FAM/MLIM-Advised Funds for which he served as a Director. |
Name and Principal Occupation | Age | Office | Officer Since | ||||
---|---|---|---|---|---|---|---|
Terry K. Glenn | 61 | President | 1999 | ||||
Chairman (Americas Region) of MLIM since 2001; Executive Vice President of FAM and MLIM since 1983; Executive Vice President and Director of Princeton Services since 1993; President of Merrill Lynch Mutual Funds since 1999; President of FAMD since 1986 and Director thereof since 1991; President of Princeton Administrators, L.P. since 1988; Director of Financial Data Services, Inc. since 1985. | |||||||
Vincent R. Giordano | 57 | Senior Vice President | 1999 | ||||
Managing Director of MLIM since 2000; Senior Vice President of MLIM from 1984 to 2000; Portfolio Manager of FAM and MLIM since 1977; Senior Vice President of Princeton Services since 1993. | |||||||
Kenneth A. Jacob | 50 | Vice President | 1999 | ||||
Managing Director of MLIM since 2000; First Vice President of MLIM from 1997 to 2000; Vice President of FAM and MLIM from 1984 to 1997; Vice President of FAM since 1984. | |||||||
William R. Bock Vice President of MLIM since 1989. | 65 | Vice President | 1999 | ||||
Robert A. DiMella | 35 | Vice President | 1999 | ||||
Vice President of MLIM since 1997; Assistant Vice President of MLIM from 1995 to 1997; Assistant Portfolio Manager of MLIM from 1993 to 1995; Assistant Portfolio Manager with Prudential Investment Advisers from 1991 to 1993. | |||||||
Donald C. Burke | 41 | Vice President and Treasurer | 1999 | ||||
First Vice President of FAM and MLIM since 1997 and Treasurer thereof since 1999; Senior Vice President and Treasurer of Princeton Services since 1999; Vice President of FAMD since 1999; Vice President of MLIM and FAM from 1990 to 1997; Director of Taxation of MLIM since 1990. | |||||||
Bradley J. Lucido | 35 | Secretary | 1999 | ||||
Vice President of MLIM since 1999; attorney with MLIM since 1995; attorney in private practice from 1991 to 1995. |
Fund | Audit Fees Charged to the Fund | Financial Information Systems Design and Implementation Fees | Other Fees* | Fiscal Year End | ||||
---|---|---|---|---|---|---|---|---|
MuniHoldings Insured Fund II, Inc. | $36,330 | — | $23,520 | September 30, 2001 |
* | Includes fees billed for non-audit services rendered to the Fund and other Funds controlled by FAM/MLIM during the year ended December 31, 2000. |
By Order of the Board of Directors |
BRADLEY J. LUCIDO |
Secretary |
(a) each of whom shall not be an “interested person” of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended; |
(b) each of whom shall not have any relationship to the Fund that may interfere with the exercise of their independence from Fund management and the Fund; |
(c) each of whom shall otherwise satisfy the applicable independence requirements for any stock exchange or market quotation system on which Fund shares are listed or quoted; |
(d) each of whom shall be financially literate, as such qualification is interpreted by the Board of Directors in its business judgment, or shall become financially literate within a reasonable period of time after his or her appointment to the Audit Committee; and |
(e) at least one of whom shall have accounting or related financial management expertise as the Board of Directors interprets such qualification in its business judgment. |
(a) in its oversight of the Fund’s accounting and financial reporting policies and practices, the Fund’s internal audit controls and procedures and, as appropriate, the internal audit controls and procedures of certain of the Fund’s service providers; |
(b) in its oversight of the Fund’s financial statements and the independent audit thereof; and |
(c) in acting as a liaison between the Fund’s independent accountants and the Board of Directors. |
(a) to recommend the selection, retention or termination of the Fund’s independent accountants based on an evaluation of their independence and the nature and performance of audit services and other services; |
(b) to ensure that the independent accountants for the Fund submit on a periodic basis to the Audit Committee a formal written statement delineating all relationships between such independent accountants and the Fund, consistent with Independence Standards Board Standard No. 1, and actively engage in a dialogue with the independent accountants for the Fund with respect to any disclosed relationships or services that may impact the objectivity and independence of such independent accountants and, if deemed appropriate by the Audit Committee, to recommend that the Board of Directors take appropriate action in response to the report of such independent accountants to satisfy itself of the independence of such independent accountants; |
(c) to receive specific representations from the independent accountants with respect to their independence and to consider whether the provision of any disclosed non-audit services by the independent accountants is compatible with maintaining the independence of those accountants; |
(d) to review the fees charged by independent accountants for audit and other services; |
(e) to review with the independent accountants arrangements for annual audits and special audits and the scope thereof; |
(f) to discuss with the independent accountants those matters required by SAS No. 61 and SAS No. 90 relating to the Fund’s financial statements, including, without limitation, any adjustment to such financial statements recommended by such independent accountants, or any other results of any audit; |
(g) to consider with the independent accountants their comments with respect to the quality and adequacy of the Fund’s accounting and financial reporting policies, practices and internal controls and management’s responses thereto, including, without limitation, the effect on the Fund of any recommendation of changes in accounting principles or practices by management or the independent accountants; |
(h) to report to the Board of Directors regularly with respect to the Audit Committee’s activities and to make any recommendations it believes necessary or appropriate with respect to the Fund’s accounting and financial reporting policies, practices and the Fund’s internal controls; |
(i) to review and reassess the adequacy of this Charter on an annual basis and recommend any changes to the Board of Directors; |
(j) to review legal and regulatory matters presented by counsel and the independent accountants for the Fund that may have a material impact on the Fund’s financial statements; |
(k) to cause to be prepared and to review and submit any report, including any recommendation of the Audit Committee, required to be included in the Fund’s annual proxy statement by the rules of the Securities and Exchange Commission; |
(l) to assist the Fund, if necessary, in preparing any written affirmation or written certification required to be filed with any stock exchange on which Fund shares are listed; and |
(m) to perform such other functions consistent with this Charter, the Fund’s By-laws and governing law, as the Audit Committee or the Board of Directors deems necessary or appropriate. |
COMMON STOCK
MUNIHOLDINGS INSURED FUND II, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
PROXY
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Donald C. Burke, Terry K. Glenn and Bradley J. Lucido as proxies, each with the power to appoint his substitute, and hereby authorizes each of them to represent and to vote, as designated on the reverse hereof, all the Common Stock of MuniHoldings Insured Fund II, Inc. (the “Fund”) held of record by the undersigned on October 25, 2001 at the annual meeting of stockholders of the Fund to be held on December 12, 2001 or any adjournment thereof.
By signing and dating the reverse side of this card, you authorize the proxies to vote Proposal 1 as marked, or if not marked, to vote “FOR” Proposal 1, 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 [•] or [X] in blue or black ink.
1. | ELECTION OF DIRECTORS | FORall 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, Joe Grills and Stephen B. Swensrud |
2. | 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 stock is 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: ________________________________, 2001 |
X ___________________________________ Signature |
X ___________________________________ Signature, if held jointly |
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
AUCTION MARKET
PREFERRED STOCK
MUNIHOLDINGS INSURED FUND II, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
PROXY
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Donald C. Burke, Terry K. Glenn and Bradley J. Lucido as proxies, each with the power to appoint his substitute, and hereby authorizes each of them to represent and to vote, as designated on the reverse hereof, all the Auction Market Preferred Stock of MuniHoldings Insured Fund II, Inc. (the “Fund”) held of record by the undersigned on October 25, 2001 at the annual meeting of stockholders of the Fund to be held on December 12, 2001 or any adjournment thereof.
By signing and dating the reverse side of this card, you authorize the proxies to vote Proposal 1 as marked, or if not marked, to vote “FOR” Proposal 1 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 [•] or [X] in blue or black ink.
1. | ELECTION OF DIRECTORS | FORall 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, Joe Grills, Robert S. Salomon, Jr., Melvin R. Seiden and Stephen B. Swensrud |
2. | 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 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 stock is 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: ________________________________, 2001 |
X ___________________________________ Signature |
X ___________________________________ Signature, if held jointly |