¨ | Preliminary Proxy Statement |
x | Definitive Proxy Statement |
¨ | Definitive Additional Materials |
¨ | Soliciting Material Pursuant to Rule 14a-12 |
¨ | Confidential, for Use of the Commission Only |
(as permitted by rule 14a-6(e)(2)) |
(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: | |||
(1) To elect a Board of Directors of each Fund to serve for the ensuing year; |
(2) To transact such other business as may properly come before the Meeting or any adjournment thereof. |
By Order of the Boards of Directors |
ALICE A. PELLEGRINO |
Secretary of the Funds |
(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 four (4) persons designated in Exhibit A as Board members to be elected by holders of Shares and AMPS. |
Name and Address | Age | Principal Occupations During Past Five Years and Public Directorships | ||
---|---|---|---|---|
James H. Bodurtha(1)(2)(3) 36 Popponesset Road Cotuit, Massachusetts 02635 | 57 | Director and Executive Vice President, The China Business Group, Inc. since 1996; 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)* P.O. Box 9011 Princeton, New Jersey 08593-9011 | 60 | Executive Vice President of FAM and MLIM (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 FAM Distributors, Inc. (“FAMD”) since 1986 and Director thereof since 1991; President of Princeton Administrators, L.P. since 1988. | ||
Herbert I. London(1)(2)(3) 2 Washington Square Village New York, New York 10012 | 62 | John M. Olin Professor of Humanities, New York University since 1993 and Professor 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 1984 to 1985; Director, Damon Corp. from 1991 to 1995; Overseer, Center for Naval Analyses from 1983 to 1993; Limited Partner, Hypertech LP since 1996. |
Name and Address | Age | Principal Occupations During Past Five Years and Public Directorships | ||
---|---|---|---|---|
Joseph L. May(1)(2)(3) 424 Church Street Suite 2000 Nashville, Tennessee 37219 | 71 | Attorney in private practice since 1984; President, May and Athens Hosiery Mills Division, Wayne-Gossard Corporation from 1954 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. | ||
André F. Perold(1)(2)(3) Morgan Hall Soldiers Field Boston, Massachusetts 02163 | 48 | Harvard Business School: George Gund Professor of Finance and Banking since 2000, Finance Area Chair since 1996, Sylvan C. Coleman Professor of Financial Management from 1993 to 2000; Trustee, The Common Fund since 1989; Director, Genbel Securities Limited and Gensec Bank since 1999; Director, Gensec Asset Management since 2000; Director, Bulldogresearch.com since 2000; Director, Stockback.com since 2000; Director, Quantec Limited from 1991 to 1999; Director, TIBCO from 1994 to 1996. | ||
Roberta Cooper Ramo(1)(2)(3) P.O. Box 2168 500 Fourth Street, N.W. Albuquerque, New Mexico 87103 | 58 | Shareholder, Modrall, Sperling, Roehl, Harris & Sisk, P.A. since 1993; President, American Bar Association from 1995 to 1996 and Member 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. |
(1) | Each of the nominees is a director, trustee or member of an advisory board of certain other investment companies for which FAM or MLIM 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. |
Fund | Audit Fees Charged to the Fund | Financial Information Systems Design and Implementation Fees | Other Fees* | Fiscal Year End | ||||
---|---|---|---|---|---|---|---|---|
MuniYield Fund, Inc. | $33,500 | — | $3,421,300 | October 31, 2000 | ||||
MuniYield Quality Fund, Inc. | $31,800 | — | $3,421,300 | October 31, 2000 | ||||
MuniYield Quality Fund II, Inc. | $30,000 | — | $3,421,300 | October 31, 2000 |
* | $3,396,800 of these other non-audit services relate to all funds managed by FAM and MLIM. |
By Order of the Boards of Directors |
ALICE A. PELLEGRINO |
Secretary of the Funds |
· | General Information Pertaining to the Funds |
Fund | Defined Term Used in Exhibit A | Fiscal Year End | State of Organization | Meeting Time | ||||
---|---|---|---|---|---|---|---|---|
MuniYield Fund, Inc. | MY Fund | 10/31 | MD | 1:00 p.m. | ||||
MuniYield Quality Fund, Inc. | Quality Fund | 10/31 | MD | 1:20 p.m. | ||||
MuniYield Quality Fund II, Inc. | Quality Fund II | 10/31 | MD | 1:40 p.m. |
Shares of Capital Stock Outstanding as of the Record Date | ||||
---|---|---|---|---|
Fund | Shares | AMPS | ||
MY Fund | 38,402,489 | 10,000 | ||
Quality Fund | 30,425,258 | 8,000 | ||
Quality Fund II | 22,366,930 | 6,000 |
· | Information Pertaining to Officers and Board Directors |
Year in Which Each Nominee Became a Member of the Board | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Fund | Bodurtha | Glenn | London | May | Perold | Ramo | ||||||
MY Fund | 1995 | 1999 | 1991 | 1991 | 1991 | 1999 | ||||||
Quality Fund | 1995 | 1999 | 1992 | 1992 | 1992 | 1999 | ||||||
Quality Fund II | 1995 | 1999 | 1992 | 1992 | 1992 | 1999 |
Fund | Nominees to be Elected by Holders of AMPS | Nominees to be Elected by Holders of Shares and AMPS | ||
---|---|---|---|---|
MY Fund | James H. Bodurtha | Terry K. Glenn | ||
Joseph L. May | Herbert I. London | |||
André F. Perold | ||||
Roberta Cooper Ramo | ||||
Quality Fund | Joseph L. May | James H. Bodurtha | ||
André F. Perold | Terry K. Glenn | |||
Herbert I. London | ||||
Roberta Cooper Ramo | ||||
Quality Fund II | James H. Bodurtha | Terry K. Glenn | ||
Joseph L. May | Herbert I. London | |||
André F. Perold | ||||
Roberta Cooper Ramo |
Board | Audit Committee | Aggregate Fees and Expenses ($) | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Fund | Number of Meetings Held* | Annual Fee ($)** | Per Meeting Fee ($)*** | Number of Meetings Held* | Per Meeting Fee ($)*** | |||||||
MY Fund | 4 | $227.27 | $1,490.63 | 4 | $113.64 | $52,397 | ||||||
Quality Fund | 4 | $227.27 | $1,236.44 | 4 | $113.64 | $41,415 | ||||||
Quality Fund II | 4 | $227.27 | $ 842.01 | 4 | $113.64 | $32,302 |
* | Includes meetings held via teleconferencing equipment. |
** | Each non-interested Board Member receives an aggregate annual retainer of $100,000 for his or her services to certain funds advised by FAM and its affiliate, MLIM (“Affiliate-Advised Funds”). The portion of the annual retainer allocated to each Affiliate-Advised Fund is determined quarterly based on the relative net assets of each such fund. |
*** | The fee is payable for each meeting attended in person. No fee is not paid for telephonic meetings. The annual per meeting fees paid to each non-interested Board Member aggregate $60,000 for all Affiliate-Advised Funds for which that Board Member serves and are allocated equally among those funds. |
Compensation From Fund ($)*† | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
Fund | Bodurtha | London | May | Perold | Ramo | |||||
MY Fund | 7,141.54 | 7,141.54 | 7,141.54 | 7,141.54 | 13,778.51 | |||||
Quality Fund | 5,513.93 | 5,513.93 | 5,513.93 | 5,513.93 | 11,519.20 | |||||
Quality Fund II | 4,372.37 | 4,372.37 | 4,372.37 | 4,372.37 | 8,748.98 |
† | No pension or retirement benefits are accrued as part of Fund expenses. |
Name of Board Member | Aggregate Compensation From Funds and Other Affiliate-Advised Funds Paid to Board Members ($)(1) | |
---|---|---|
James H. Bodurtha | $132,250 | |
Herbert I. London | $132,250 | |
Joseph L. May | $132,250 | |
André F. Perold | $132,250 | |
Roberta Cooper Ramo | $169,000 |
(1) | The Directors serve on the boards of Affiliate-Advised Funds as follows: Mr. Bodurtha (30 registered investment companies consisting of 42 portfolios); Mr. London (30 registered investment companies consisting of 42 portfolios); Mr. May (30 registered investment companies consisting of 42 portfolios); Mr. Perold (30 registered investment companies consisting of 42 portfolios); and Ms. Ramo (30 registered investment companies consisting of 42 portfolios). |
· | Officer Information |
Officer Since | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Biography* | Age | Office | MY Fund | Quality Fund | Quality Fund II | ||||||||
Terry K. Glenn Executive Vice President of FAM and MLIM since 1983; Executive Vice President and Director of Princeton Services since 1993; President of FAM Distributors, Inc. (“FAMD”) since 1986 and Director thereof since 1991; President of Princeton Administrators, L.P. since 1988. | 60 | President | 1991 | ** | 1992 | ** | 1992 | ** | |||||
Vincent R. Giordano Managing Director of MLIM since 2001; Senior Vice President of FAM and MLIM from 1984 to 2000; Senior Vice President of Princeton Services since 1993. | 56 | Senior Vice President | 1991 | 1992 | 1992 | ||||||||
Kenneth A. Jacob First Vice President of MLIM since 1997; Vice President of MLIM from 1984 to 1997; Vice President of FAM since 1984. | 50 | Vice President | 1991 | 1992 | 1992 | ||||||||
Donald C. Burke First Vice President of MLIM and FAM since 2000 and Treasurer thereof since 1999; Senior Vice President of FAM and MLIM from 1999 to 2000; Senior Vice President and Treasurer of Princeton Services since 1999; Vice President of FAMD since 1999; First Vice President of MLIM from 1997 to 1999; Vice President of MLIM from 1990 to 1997; Director of Taxation of MLIM since 1990. | 40 | Vice President Treasurer | 1993 1999 | 1993 1999 | 1993 1999 | ||||||||
Roberto W. Roffo Vice President of MLIM since 1996 and a Portfolio Manager thereof since 1992. | 35 | Vice President | 2000 | — | — | ||||||||
Michael Kalinoski Vice President and Portfolio Manager of MLIM 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. | 30 | Vice President | — | 1999 | 2000 | ||||||||
Alice A. Pellegrino Vice President of MLIM since 1999; Attorney associated with MLIM since 1997; Associate with Kirkpatrick & Lockhart LLP from 1992 to 1997. | 41 | Secretary | 1999 | 1999 | 1999 |
* | The address of each officer is 800 Scudders Mill Road, Plainsboro, New Jersey 08536. |
** | Mr. Glenn was elected President of each Fund in 1999. Prior to that he served as Executive Vice President of each Fund. |
(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/Trustees 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/Trustees 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/Trustees. |
(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/Trustees 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/Trustees 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/Trustees; |
(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/Trustees deems necessary or appropriate. |
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 Donald C. Burke, Terry K. Glenn 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 Common Stock of MuniYield Fund, Inc. (the “Fund”) held of record by the undersigned on February 28, 2001 at the annual meeting of stockholders of the Fund to be held on April 25, 2001 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 Proposal 1.
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 boxesn orþ in blue or black ink.
1. | ELECTION OF DIRECTORS | FORall nominees listed below | WITHHOLD AUTHORITY | |
(except as marked to the contrary below)q | to vote for all nominees listed belowq | |||
(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, André F. Perold and Roberta Cooper Ramo | ||||
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
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 Donald C. Burke, Terry K. Glenn 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 Auction Market Preferred Stock of MuniYield Fund, Inc. (the “Fund”) held of record by the undersigned on February 28, 2001 at the annual meeting of stockholders of the Fund to be held on April 25, 2001 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 Proposal 1.
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 boxesn or inþ blue or black ink.
1. | ELECTION OF DIRECTORS | FORall nominees listed below | WITHHOLD AUTHORITY | |
(except as marked to the contrary below)q | to vote for all nominees listed belowq | |||
(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, André F. Perold and Roberta Cooper Ramo | ||||
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 | ||||
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope. |
COMMON STOCK
MUNIYIELD QUALITY FUND, INC.
PO 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 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 Common Stock of MuniYield Quality Fund, Inc. (the “Fund”) held of record by the undersigned on February 28, 2001 at the annual meeting of stockholders of the Fund to be held on April 25, 2001 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 Proposal 1.
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 boxesn orþ in blue or black ink.
1. | ELECTION OF DIRECTORS | FORall nominees listed below | WITHHOLD AUTHORITY | |
(except as marked to the contrary below)q | to vote for all nominees listed belowq | |||
(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 and Roberta Cooper Ramo | ||||
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
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 Donald C. Burke, Terry K. Glenn 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 Auction Market Preferred Stock of MuniYield Quality Fund, Inc. (the “Fund”) held of record by the undersigned on February 28, 2001 at the annual meeting of stockholders of the Fund to be held on April 25, 2001 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 Proposal 1.
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 boxesn orþ in blue or black ink.
1. | ELECTION OF DIRECTORS | FORall nominees listed below | WITHHOLD AUTHORITY | |
(except as marked to the contrary below)q | to vote for all nominees listed belowq | |||
(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, André F. Perold and Roberta Cooper Ramo | ||||
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 | ||||
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 Donald C. Burke, Terry K. Glenn 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 Common Stock of MuniYield Quality Fund II, Inc. (the “Fund”) held of record by the undersigned on February 28, 2001 at the annual meeting of stockholders of the Fund to be held on April 25, 2001 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 Proposal 1.
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 boxesn orþ in blue or black ink.
1. | ELECTION OF DIRECTORS | FORall nominees listed below | WITHHOLD AUTHORITY | |
(except as marked to the contrary below)q | to vote for all nominees listed belowq | |||
(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, André F. Perold and Roberta Cooper Ramo | ||||
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
MUNIYIELD QUALITY FUND II, INC.
PO 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 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 Auction Market Preferred Stock of MuniYield Quality Fund II, Inc. (the “Fund”) held of record by the undersigned on February 28, 2001 at the annual meeting of stockholders of the Fund to be held on April 25, 2001 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 Proposal 1.
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 boxesn orþ in blue or black ink.
1. | ELECTION OF DIRECTORS | FORall nominees listed below | WITHHOLD AUTHORITY | |
(except as marked to the contrary below)q | to vote for all nominees listed belowq | |||
(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, André F. Perold and Roberta Cooper Ramo | ||||
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 | ||||
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope. | ||||