DEF 14A 1 ddef14a.htm MERILL LYNCH COMBINED MEGA PROXY Merill Lynch Combined Mega Proxy

 

As filed with the Securities and Exchange Commission on March 14, 2003

 

PROXY STATEMENT PURSUANT

TO SECTION 14(A) OF THE SECURITIES

EXCHANGE ACT OF 1934

 

Filed by the Registrant x

  

Check the appropriate box:

Filed by a party other than the Registrant ¨

  

¨

  

Preliminary Proxy Statement

   

x

  

Definitive Proxy Statement

   

¨

  

Soliciting Material Pursuant to Rule 14a-12

   

¨

  

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

   

¨

  

Definitive Additional Materials

 

MUNIENHANCED FUND, INC.

 

MUNIYIELD ARIZONA FUND, INC.

 

MUNIYIELD CALIFORNIA FUND, INC.

 

MUNIYIELD CALIFORNIA INSURED FUND, INC.

 

MUNIYIELD FLORIDA FUND

 

MUNIYIELD FUND, INC.

 

MUNIYIELD INSURED FUND, INC.

 

MUNIYIELD MICHIGAN INSURED FUND II, INC.

 

MUNIYIELD NEW JERSEY FUND, INC.

 

MUNIYIELD NEW YORK INSURED 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:

 

 

NY1 5324319v2

MUNIENHANCED FUND, INC.

MUNIYIELD ARIZONA FUND, INC.

MUNIYIELD CALIFORNIA FUND, INC.

MUNIYIELD CALIFORNIA INSURED FUND, INC.

MUNIYIELD FLORIDA FUND

MUNIYIELD FUND, INC.

MUNIYIELD INSURED FUND, INC.

MUNIYIELD MICHIGAN INSURED FUND II, INC.

MUNIYIELD NEW JERSEY FUND, INC.

MUNIYIELD NEW YORK INSURED FUND, INC.

MUNIYIELD QUALITY FUND, INC.

MUNIYIELD QUALITY FUND II, INC.

P.O. BOX 9011

PRINCETON, NEW JERSEY 08543-9011

 

 

NOTICE OF 2003 ANNUAL MEETINGS OF STOCKHOLDERS

 

 

April 28, 2003

 

To the Stockholders:

 

Notice is hereby given that the 2003 Annual Meeting of Stockholders (the “Meetings”) of each of the above-listed investment companies (each a “Fund” and, collectively, the “Funds”) will be held at the offices of Fund Asset Management, L.P., 800 Scudders Mill Road, Plainsboro, New Jersey, on Monday, April 28, 2003 at the time specified for each Fund in Exhibit A to the Combined Proxy Statement for the following purposes:

 

  (1)   To elect Board Members (which term as used herein refers to both Directors and Trustees, as applicable) to serve for the ensuing year and until their successors have been duly elected and qualified or until their earlier resignation or removal; and

 

  (2)   To transact such other business as may properly come before the Meetings or any adjournment thereof.

 

The Board Members of each Fund have fixed the close of business on February 28, 2003 as the record date for the determination of stockholders entitled to notice of and to vote at the applicable Meeting or any adjournment thereof.

 

You are cordially invited to attend any Meeting at which you may vote shares. Stockholders who do not expect to attend any such 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/Trustees 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, Georgeson Shareholder at 1-800-645-4519.

 

By Order of the Boards of Directors/Trustees

 

BRIAN D. STEWART

Secretary of MuniEnhanced Fund, Inc., MuniYield Arizona Fund, Inc., MuniYield California Fund, Inc., MuniYield California Insured Fund, Inc., MuniYield Florida Fund, MuniYield Fund, Inc., MuniYield Insured Fund, Inc., MuniYield Michigan Insured Fund II, Inc., MuniYield New Jersey Fund, Inc., MuniYield New York Insured Fund, Inc., MuniYield Quality Fund, Inc. and MuniYield Quality Fund II, Inc.

 

Plainsboro, New Jersey

Dated: March 14, 2003

COMBINED PROXY STATEMENT

 

 

MUNIENHANCED FUND, INC.

 

MUNIYIELD ARIZONA FUND, INC.

 

MUNIYIELD CALIFORNIA FUND, INC.

 

MUNIYIELD CALIFORNIA INSURED FUND, INC.

 

MUNIYIELD FLORIDA FUND

 

MUNIYIELD FUND, INC.

 

MUNIYIELD INSURED FUND, INC.

 

MUNIYIELD MICHIGAN INSURED FUND II, INC.

 

MUNIYIELD NEW JERSEY FUND, INC.

 

MUNIYIELD NEW YORK INSURED FUND, INC.

 

MUNIYIELD QUALITY FUND, INC.

 

MUNIYIELD QUALITY FUND II, INC.

 

P.O. Box 9011

Princeton, New Jersey 08543-9011

 

 

2003 ANNUAL MEETINGS OF STOCKHOLDERS

 

 

April 28, 2003

 

The Funds will be referred to throughout this Combined Proxy Statement as listed below.

 

Fund

   

Term used in this
Combined Proxy Statement

MuniEnhanced Fund, Inc.

   

MuniEnhanced

MuniYield Arizona Fund, Inc.

   

AZ Fund

MuniYield California Fund, Inc.

   

CA Fund

MuniYield California Insured Fund, Inc.

   

CA Insured

MuniYield Florida Fund

   

FL Fund

MuniYield Fund, Inc.

   

MY Fund

MuniYield Insured Fund, Inc.

   

MY Insured

MuniYield Michigan Insured Fund II, Inc.

   

MI Insured II

MuniYield New Jersey Fund, Inc.

   

NJ Fund

MuniYield New York Insured Fund, Inc.

   

NY Insured Fund

MuniYield Quality Fund, Inc.

   

Quality Fund

MuniYield Quality Fund II, Inc.

   

Quality Fund II

 

INTRODUCTION

 

This Combined Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Boards (which term as used herein refers to the Board of Directors or the Board of Trustees, as applicable) of the above-listed funds (each a “Fund” and, collectively, the “Funds”), to be voted at the 2003 Annual Meeting of Stockholders of each Fund (each, a “Meeting” and, collectively, the “Meetings”), to be held at the offices of Fund Asset Management, L.P. (“FAM”), 800 Scudders Mill Road, Plainsboro, New Jersey 08536, on Monday, April 28, 2003 at the time specified in Exhibit A hereto. The approximate mailing date of this Combined Proxy Statement is March 21, 2003.

 

Each Fund is organized as a Maryland corporation, except FL Fund, which is organized as a Massachusetts business trust. In each jurisdiction, nomenclature varies. For ease and clarity of presentation, shares of common stock or common shares of beneficial interest of a Fund are referred to herein as “Shares;” the outstanding Shares together with the outstanding auction market preferred stock or auction market preferred shares (“AMPS”) of a Fund are referred to collectively as “Capital Stock;” holders of Shares or AMPS are referred to as “stockholders;” the directors or trustees of each Fund are referred to as “Board Members;” each Fund’s investment adviser is referred to as the “Investment Adviser;” and each Fund’s Articles of Incorporation or Declaration of Trust is referred to as the Fund’s “charter.” Please see Exhibit A to this Combined Proxy Statement for certain information relating to each Fund.

 

All properly executed proxies received prior to the Meetings will be voted at the applicable 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 Member nominees of the applicable Fund. Any proxy may be revoked at any time prior to the exercise thereof by giving written notice to the Secretary of the applicable Fund at that Fund’s address indicated above or by voting in person at the Meeting.

 

The Board of each Fund has fixed the close of business on Friday, February 28, 2003 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of and to vote at the applicable 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 AMPS indicated in Exhibit A. To the knowledge of each Fund, as of the Record Date, no person is the beneficial owner of five percent or more of that Fund’s outstanding Shares or AMPS.

 

The Board of each Fund knows of no business other than the election of Board Members that will be presented for consideration at the applicable Meeting. If any other matter is properly presented at a Meeting, it is the intention of the persons named in the enclosed forms of proxy to vote in accordance with their best judgment.

 

ITEM 1.    ELECTION OF BOARD MEMBERS

 

At the Meetings for all the Funds, the Board Member nominees will be elected to serve until the next Annual Meeting of Stockholders for such Fund and until their successors are elected and qualified or until their earlier resignation or removal. The Board Member nominees are James H. Bodurtha, Terry K. Glenn, Joe Grills, Herbert I. London, André F. Perold, Roberta Cooper Ramo, Robert S. Salomon, Jr. and Stephen B. Swensrud. Certain biographical and other information relating to the Board Member nominees is set forth in Exhibit B.

 

With respect to each Fund in this Combined Proxy Statement, it is intended that all properly executed proxies will be voted (unless such authority has been withheld in the proxy or revoked as described herein) as set forth below:

 

(1)  All properly executed proxies of the holders of AMPS, voting separately as a class, will be voted “FOR” the two (2) persons designated in Exhibit B as Board Members to be elected by holders of AMPS; and

 

2

 

(2)  All properly executed proxies of the holders of Shares and AMPS, voting together as a single class, will be voted “FOR” the six (6) persons designated in Exhibit B as Board Members to be elected by holders of Shares and AMPS.

 

The Board of each Fund knows of no reason why the nominees will be unable to serve, but in the event of any such unavailability, the proxies received will be voted for such substitute nominee as the Board may recommend.

 

Audit Committee Report.    The Board of each Fund has a standing Audit Committee (the “Committee”), which consists of the Board Members who are not “interested persons” of the Fund within the meaning of the Investment Company Act of 1940, as amended, (the “Investment Company Act”), and who are “independent” as defined in the listing standards of the New York Stock Exchange or the American Stock Exchange, as applicable (each a “non-interested Board Member”). Currently, Ms. Ramo and Messrs. Bodurtha, Grills, London, Perold, Salomon and Swensrud are non-interested Board Members with respect to each Fund and are members of the Committee of each Fund. The principal responsibilities of the Committee are the appointment, compensation and oversight of the Fund’s independent accountants, including the resolution of disagreements regarding financial reporting between Fund management and such independent accountants.

 

Each Fund’s Board has adopted a written Charter for the Committee, which is attached as Exhibit D to this Combined Proxy Statement. Each Committee also has (a) received written disclosures and the letter required by Independence Standards Board Standard No. 1 from Ernst & Young LLP (“E&Y”), the independent auditors for MY Insured and from Deloitte & Touche LLP (“D&T”), the independent auditors for the other Funds in this Combined Proxy Statement, and has discussed with D&T and E&Y such firm’s independence with respect to each applicable Fund and (b) discussed with E&Y and D&T, as applicable, certain matters required to be discussed by Statements on Auditing Standards No. 61, as may be modified or supplemented. Each Committee has considered whether the provision of non-audit services by the Funds’ independent auditors is compatible with maintaining the independence of those auditors.

 

Each Committee also reviews and discusses the audit of each Fund’s financial statements with Fund management and the independent auditors. If any material concerns arise during the course of the audit and the preparation of the audited financial statements mailed to stockholders and included in the Fund’s annual report, the Committee would be notified by Fund management or the independent auditors. The Committees received no such notifications for any of the Funds. Following each Committee’s review and discussions regarding the audit of the Fund’s financial statements with management and independent auditors, the Committee recommended to the Board Members that the Fund’s audited financial statements be included in that Fund’s Annual Report to Stockholders.

 

In addition to the above, each Committee also reviews and nominates candidates to serve as non-interested Board Members. Each Committee generally will not consider nominees recommended by stockholders of the Fund. The non-interested Board Members have retained independent legal counsel to assist them in connection with these duties.

 

Committee and Board Meetings.    The number of Committee and Board meetings held during each Fund’s last fiscal year is set forth in Exhibit B. 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 and, if a member, the total number of meetings of the 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 a 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

 

3

(“SEC”), and the New York Stock Exchange or the American Stock Exchange, as applicable. 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 due to 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.

 

Interested Person.    Each Fund considers Mr. Glenn to be an “interested person” of the Fund within the meaning of Section 2(a)(l9) of the Investment Company Act. Mr. Glenn is the President of each Fund. See Exhibit B to this Combined Proxy Statement.

 

Compensation of Board Members.    The Investment Adviser pays all compensation to all officers of each Fund and all Board Members of each Fund who are affiliated with Merrill Lynch & Co., Inc. (“ML & Co.”) or its subsidiaries. Each Fund currently pays fees to each non-interested Board Member. Each non-interested Board Member receives an aggregate annual retainer of $132,000 for his or her services to multiple investment companies advised by the Investment Adviser, FAM, or its affiliate, Merrill Lynch Investment Managers, L.P. (“MLIM/FAM-advised funds”), including the Funds. The portion of the annual retainer allocated to each MLIM/FAM-advised fund is determined quarterly based on the relative net assets of each such fund. In addition, each non-interested Board Member receives a fee per in-person Board meeting attended and per in-person Committee meeting attended. The annual per meeting fees paid to each non-interested Board Member aggregate $100,000 for all MLIM/FAM-advised funds for which that Board Member serves and are allocated equally among those funds. See Exhibit B — “Board and Committee Meetings” for information about the annual and per meeting fees paid by these Funds.

 

Each Fund also reimburses the non-interested Board Members for actual out-of-pocket expenses relating to attendance at meetings. Information relating to the aggregate fees and expenses paid by each Fund to its non-interested Board Members during the Fund’s most recently completed fiscal year is set forth in Exhibit B to this Combined Proxy Statement.

 

Officers of the Funds.    Information relating to the officers of each Fund is set forth in Exhibit C to this Combined Proxy Statement. 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.    Set forth in Exhibit B to this Combined Proxy Statement is the following information for each Board Member nominee: (i) the number of Shares and AMPS of each Fund owned; (ii) the aggregate dollar range such stock ownership represents; and (iii) the aggregate dollar range of securities owned in all MLIM/FAM-advised funds. As of the Record Date, other than Mr. Glenn, no Board Member nominee or his or her immediate family members, owned beneficially or of record any securities of ML & Co. As of the Record Date, the Board Members and officers of each Fund as a group owned an aggregate of less than 1% of the Capital Stock of each Fund outstanding at such date. At such date, Mr. Glenn, President 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.

 

The Board of each Fund recommends that the stockholders of that Fund vote FOR the election of the Board Member nominees.

 

4

 

ADDITIONAL INFORMATION

 

Expenses and Methods of Proxy Solicitation; Quorum; Voting Rights and Required Vote

 

The expenses of preparation, printing and mailing of the enclosed forms of proxy, the accompanying Notice and this Combined Proxy Statement will be borne by the Funds in proportion to their relative 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 Capital Stock of the Funds.

 

In order to obtain the necessary quorum and vote at each Meeting, supplementary solicitation may be made by mail, telephone, telegraph or personal interview by officers of the Fund. If, by the time scheduled for a Meeting, a quorum of stockholders is not present or if a quorum is present but sufficient votes to allow action on the proposal are not received from the stockholders, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies from stockholders. Any such adjournment will require the affirmative vote of a majority of the Capital Stock of each Fund, present in person or by proxy and entitled to vote at the time of the Meeting to be adjourned. The persons named as proxies will vote in favor of any such adjournment if they believe that adjournment and additional proxy solicitation are reasonable and in the best interests of the Fund’s stockholders. Each Fund has retained Georgeson Shareholder, 17 State Street, New York, New York 10004, to assist in the solicitation of proxies at a cost to be borne by each Fund of approximately $3,500, plus out-of-pocket expenses, estimated to be $500 per Fund.

 

For each of the Funds, a quorum consists of a majority of the Capital Stock entitled to vote at the Meeting. 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, (A) with respect to each Fund except FL Fund, (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; (B) with respect to FL Fund, (i) election of the two Board Members to be elected by the holders of AMPS, voting separately as a class, will require the affirmative vote of a majority of the AMPS represented at the Meeting in person or by proxy and (ii) election of the remaining Board Members will require the affirmative vote of a majority of the shares of Capital Stock represented at the Meeting in person or by proxy 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.

 

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.

 

Non-Votes by Brokers and Abstentions

 

Broker-dealer firms, including Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), holding shares of a 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 Item 1 before the Meeting. The Funds understand that, under the rules of the New York Stock Exchange or the American Stock Exchange, as applicable, 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) if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions, and such shares will be included in their tabulation of the total number of votes present for purposes of determining whether the necessary quorum of stockholders exists. Properly executed proxies that are returned to any Fund but that are marked “abstain” will be counted as present for purposes of a quorum. MLPF&S has advised each Fund that if it

 

5

votes shares held in its name for which no instructions have been received, except as limited by agreement or applicable law, it will do so 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 non-votes by brokers will not be counted as votes cast. Therefore, abstentions and non-votes by brokers will not have an effect on the vote on Item l in the case of all Funds except FL Fund; in the case of FL Fund, abstentions and non-votes by brokers will have the same effect as a vote against Item I.

 

Other Matters

 

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.

 

Independent Auditors’ Fees

 

The following table sets forth the aggregate fees paid to the independent auditors for each Fund’s most recently completed fiscal year for professional services rendered for: (i) the audit of the Fund’s annual financial statements included in each Fund’s report to stockholders; (ii) all other audit related services provided to each Fund; and (iii) all other non-audit services provided to each Fund, its Investment Adviser, and entities controlling, controlled by or under common control with the Investment Adviser that provide services to each Fund. For each Fund’s most recently completed fiscal year, the independent auditors did not render any professional services for financial information systems design and implementation services to the Fund, its Investment Adviser and entities controlling, controlled by or under common control with the Investment Adviser that provide services to the Fund. The Committee of each Fund has determined that the provision of other audit related services under clause (ii) and the provision of non-audit services under clause (iii) are compatible with maintaining the independence of the independent auditors. Representatives of D&T and E&Y, as applicable, 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.

 

Fund

   

Independent Auditors

   

Audit Fees Charged to the Fund ($)

   

Other Audit Related Fees Charged to the Fund ($)

     

Other† Fees ($)

   

Fiscal Year End

MuniEnhanced

   

D&T

   

25,000

   

17,350

 

   

5,120,200

   

1/31/03

AZ Fund

   

D&T

   

18,800

   

20,400

 

   

5,120,200

   

10/31/02

CA Fund

   

D&T

   

27,500

   

20,400

 

   

5,120,200

   

10/31/02

CA Insured

   

D&T

   

27,200

   

20,400

 

   

5,120,200

   

10/31/02

FL Fund

   

D&T

   

26,800

   

20,400

 

   

5,120,200

   

10/31/02

MY Fund

   

D&T

   

31,600

   

20,400

 

   

5,120,200

   

10/31/02

MY Insured

   

E&Y

   

44,175

   

16,740

*

   

—

   

10/31/02

MI Insured II

   

D&T

   

26,000

   

20,400

 

   

5,120,200

   

10/31/02

NJ Fund

   

D&T

   

30,300

   

20,400

 

   

5,120,200

   

11/30/02

NY Insured Fund

   

D&T

   

30,100

   

20,400

 

   

5,120,200

   

10/31/02

Quality Fund

   

D&T

   

29,400

   

20,400

 

   

5,120,200

   

10/31/02

Quality Fund II

   

D&T

   

27,500

   

20,400

 

   

5,120,200

   

10/31/02

†   Includes fees billed for non-audit services rendered to each Fund, FAM, MLIM and any entity controlling, controlled by, or under common control with FAM or MLIM, during the year ended December 31, 2002.
*   Other audit related fees charged to the Fund includes $4,740 in tax return review fees and $12,000 in other audit related services. Audit fees charged to other funds within the complex were $516,505. Tax return review fees and fees for other audit related services for those funds were $89,510 and $72,000, respectively.

 

Address of Investment Adviser

 

The principal office of FAM is located at 800 Scudders Mill Road, Plainsboro, New Jersey, 08536.

 

6

 

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: Fund Secretary, or to 1-800-637-3863.

 

Stockholder Proposals

 

If a Fund’s stockholder intends to present a proposal at the next Annual Meeting of Stockholders, which is anticipated to be held in April 2004, and desires to have the proposal included in such 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 15, 2003. The persons named as proxies in the proxy materials for the next Annual Meeting of Stockholders may exercise discretionary authority with respect to any stockholder proposal presented at such meeting if written notice of such proposal has not been received by the applicable Fund by February 5, 2004. Written proposals and notices should be sent to the Secretary of the applicable Fund (addressed to 800 Scudders Mill Road, Plainsboro, New Jersey 08536).

By Order of the Boards of Directors/Trustees

 

BRIAN D. STEWART

Secretary of MuniEnhanced Fund, Inc., MuniYield Arizona Fund, Inc., MuniYield California Fund, Inc,. MuniYield California Insured Fund, Inc., MuniYield Florida Fund, MuniYield Fund, Inc., MuniYield Insured Fund, Inc., MuniYield Michigan Insured Fund II, Inc., MuniYield New Jersey Fund, Inc., MuniYield New York Insured Fund, Inc., MuniYield Quality Fund, Inc. and MuniYield Quality Fund II, Inc.

 

Dated: March 14, 2003

 

7

EXHIBIT A

 

INFORMATION PERTAINING TO EACH FUND

 

General Information Pertaining to the Funds

 

Fund

   

Defined Term Used in Exhibit A

   

Fiscal Year end

   

State of Organization

   

Meeting Time

MuniEnhanced Fund, Inc.

   

MuniEnhanced

   

1/31

   

MD

   

11:30 a.m.

MuniYield Arizona Fund, Inc.

   

AZ Fund

   

10/31

   

MD

   

12:00 p.m.

MuniYield California Fund, Inc.

   

CA Fund

   

10/31

   

MD

   

12:30 p.m.

MuniYield California Insured Fund, Inc.

   

CA Insured

   

10/31

   

MD

   

1:00 p.m.

MuniYield Florida Fund

   

FL Fund

   

10/31

   

MA

   

1:30 p.m.

MuniYield Fund, Inc.

   

MY Fund

   

10/31

   

MD

   

2:00 p.m.

MuniYield Insured Fund, Inc.

   

MY Insured

   

10/31

   

MD

   

2:30 p.m.

MuniYield Michigan Insured Fund II, Inc.

   

MI Insured II

   

10/31

   

MD

   

3:00 p.m.

MuniYield New Jersey Fund, Inc.

   

NJ Fund

   

11/30

   

MD

   

3:30 p.m.

MuniYield New York Insured Fund, Inc.

   

NY Insured Fund

   

10/31

   

MD

   

4:00 p.m.

MuniYield Quality Fund, Inc.

   

Quality Fund

   

10/31

   

MD

   

4:30 p.m.

MuniYield Quality Fund II, Inc.

   

Quality Fund II

   

10/31

   

MD

   

5:00 p.m.

 

    

Shares of Capital Stock Outstanding as of the Record Date

Fund

   

Shares

     

AMPS

MuniEnhanced

   

29,369,874

     

6,000

AZ Fund

   

4,453,157

     

1,212

CA Fund

   

21,295,255

     

5,600

CA Insured

   

34,361,200

     

9,200

FL Fund

   

13,551,880

     

3,800

MY Fund

   

44,430,631

     

11,720

MY Insured

   

62,099,095

     

17,600

MI Insured II

   

12,046,591

     

3,560

NJ Fund

   

14,203,242

     

3,900

NY Insured Fund

   

39,445,962

     

10,360

Quality Fund

   

30,425,258

     

8,000

Quality Fund II

   

22,366,930

     

6,000

 

 

 

A-1

EXHIBIT B

 

Defined terms used herein and not otherwise defined shall have the same meanings attributed thereto in Exhibit A and in the Combined Proxy Statement to which this Exhibit is attached.

 

INFORMATION PERTAINING TO BOARD MEMBER NOMINEES

 

Biographical Information

 

Certain biographical and other information relating to the Board Member nominee who is an “interested person,” as defined in the Investment Company Act, of each Fund, is set forth below:

 

Name, Address and
Age of Board Member Nominee

   

Position(s) Held
with each Fund(2)

   

Principal Occupation
During Past Five Years

   

Number of
MLIM/FAM-Advised Funds Overseen(3)

   

Public
Directorships

Terry K. Glenn (62)*(1)
P.O. Box 9011 Princeton, New Jersey 08543-9011

   

Board Member and President (4)

   

Chairman of the MLIM/FAM-Advised Funds since 1999; Chairman (Americas Region) of FAM and MLIM from 2000 to 2002; Executive Vice President of FAM and MLIM (which terms as used herein include their corporate predecessors) from 1983 to 2000; President of FAM Distributors, Inc. (“FAMD” or the “Distributor”) from 1986 to 2002 and Director thereof from 1991 to 2002; Executive Vice President and Director of Princeton Services, Inc. (“Princeton Services”) from 1993 to 2002; President of Princeton Administrators, L.P. from 1988 to 2002; Director of Financial Data Services, Inc. from 1985 to 2002.

   

118 registered investment companies consisting of 163 portfolios

   

None

*      Mr. Glenn is an “interested person,” as defined in the Investment Company Act, of each Fund based on his former positions with FAM, MLIM, FAMD, Princeton Services and Princeton Administrators, L.P.
(1)   Mr. Glenn was elected President of each Fund in 1999 and serves at the pleasure of the Board. Prior to that he served as Executive Vice President of each Fund.
(2)   For information as to the length of time served on each Board, see table following this chart.
(3)   The complex of funds advised by FAM and its affiliate, Merrill Lynch Investment Managers, L.P. (“MLIM/FAM-Advised Funds”).
(4)   See Exhibit C.

 

B-1

 

Certain biographical and other information relating to the Board Member nominees who are not “interested persons,” as defined in the Investment Company Act, of the Funds is set forth below:

 

Name, Address* and Age of Board Member Nominees**

   

Position(s) Held
with Each Fund(1)

   

Principal Occupation

During Past Five Years

   

Number of MLIM/FAM-Advised Funds Overseen

   

Public Directorships

James H. Bodurtha (59)

   

Board Member

   

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; Director and Chairman, Berkshire Holdings Corporation since 1980; Partner, Squire, Sanders & Dempsey from 1980 to 1993.

   

42 registered investment companies consisting of 60 portfolios

   

None

Joe Grills (67)

   

Board Member

   

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 1992; Assistant Treasurer of International Business Machines Corporation (“IBM”) and Chief Investment Officer of IBM Retirement Funds from 1986 to 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 and Vice Chairman thereof since 2002; 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.

   

42 registered investment companies consisting of 60 portfolios

   

Kimco Realty Corporation

Herbert I. London (64)

   

Board Member

   

John M. Olin Professor of Humanities, New York University since 1993 and Professor thereof 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.

   

42 registered investment companies consisting of 60 portfolios

   

None

 

B-2

Name, Address* and Age of Board Member Nominees**

   

Position(s)

Held with

Each Fund(1)

   

Principal Occupation

During Past Five Years

   

Number of MLIM/FAM-Advised Funds Overseen

   

Public Directorships

André F. Perold (50)

   

Board Member

   

Harvard Business School: George Gund Professor of Finance and Banking since 2000; Senior Associate Dean, Director of Faculty Recruiting since 2001; Finance Area Chair from 1996 to 2001; Sylvan C. Coleman Professor of Financial Management from 1993 to 2000; Trustee, Commonfund from 1989 to 2001; Director, Genbel Securities Limited and Gensec Bank since 1999; Director, Stockback.com since 2000; Director, Sanlam Limited since 2001; Director, Sanlam Investment Management from 1999 to 2001; Director, Bulldogresearch.com from 2000 to 2001; Director, Quantec Limited from 1991 to 1999.

   

42 registered investment companies consisting of 60 portfolios

   

None

Roberta Cooper Ramo (60)

   

Board Member

   

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; Shareholder, Poole, Kelly & Ramo, Attorneys at Law, P.C. from 1977 to 1993; Director of Coopers Inc. since 1999; Director of ECMC Group (service provider to students, schools and lenders) since 2001; Director, United New Mexico Bank (now Wells Fargo) from 1983 to 1988; Director, First National Bank of New Mexico (now Wells Fargo) from 1975 to 1976.

   

42 registered investment companies consisting of 60 portfolios

   

None

Robert S. Salomon, Jr. (66)

   

Board Member

   

Principal of STI Management (investment adviser) since 1994; Chairman and CEO of Salomon Brothers Asset Management Inc. from 1992 to 1995; Chairman of Salomon Brothers Equity Mutual Funds from 1992 to 1995; regular columnist with Forbes Magazine since 1992 to 2002; Director of Stock Research and U.S. Equity Strategist at Salomon Brothers Inc. from l975 to 1991; Trustee, Commonfund from 1980 to 2002.

   

42 registered investment companies consisting of 60 portfolios

   

None

Stephen B. Swensrud (69)

   

Board Member

   

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. (telecommunications) since 1998.

   

42 registered investment companies consisting of 60 portfolios

   

None

*   The address of each Board Member is P.O. Box 9095, Princeton, New Jersey 08543-9095.
**   Each Board Member nominee is a member of the Audit Committee of each Fund.
(1)   For information as to the length of time served on the Board, see table following this chart.

 

B-3

Year in Which Each Nominee Became a Board Member of the Funds on

Whose Board He or She Serves

 

Fund

   

Bodurtha

   

Glenn

   

Grills

   

London

   

Perold

   

Ramo

   

Salomon

   

Swensrud

MuniEnhanced

   

1995

   

1999

   

2002

   

1989

   

1989

   

1999

   

2002

   

2002

AZ Fund

   

1995

   

1999

   

2002

   

1992

   

1992

   

1999

   

2002

   

2002

CA Fund

   

1995

   

1999

   

2002

   

1992

   

1992

   

1999

   

2002

   

2002

CA Insured

   

1995

   

1999

   

2002

   

1992

   

1992

   

1999

   

2002

   

2002

FL Fund

   

1995

   

1999

   

2002

   

1992

   

1992

   

1999

   

2002

   

2002

MY Fund

   

1995

   

1999

   

2002

   

1992

   

1992

   

1999

   

2002

   

2002

MY Insured

   

2002

   

1999

   

1994

   

2002

   

2002

   

2002

   

1996

   

1992

MI Insured II

   

1995

   

1999

   

2002

   

1992

   

1992

   

1999

   

2002

   

2002

NJ Fund

   

1995

   

1999

   

2002

   

1992

   

1992

   

1999

   

2002

   

2002

NY Insured Fund

   

1995

   

1999

   

2002

   

1992

   

1992

   

1999

   

2002

   

2002

Quality Fund

   

1995

   

1999

   

2002

   

1992

   

1992

   

1999

   

2002

   

2002

Quality Fund II

   

1995

   

1999

   

2002

   

1992

   

1992

   

1999

   

2002

   

2002

 

Set forth in the table below, with respect to the applicable Funds, are the names of the nominees to be elected by holders of AMPS, voting separately as a class, and the names of the nominees to be elected by holders of Shares and AMPS, voting together as a single class.

 

Fund

  

Nominees to be Elected by
Holders of AMPS

  

Nominees to be Elected by Holders of Shares and AMPS

MuniEnhanced

  

Herbert I. London

  

André F. Perold

  

James H. Bodurtha

Terry K. Glenn

Joe Grills

  

Roberta Cooper Ramo

Robert S. Salomon, Jr.

Stephen B. Swensrud

AZ Fund

  

Herbert I. London

  

André F. Perold

  

James H. Bodurtha

Terry K. Glenn

Joe Grills

  

Roberta Cooper Ramo

Robert S. Salomon, Jr.

Stephen B. Swensrud

CA Fund

  

Herbert I. London

  

André F. Perold

  

James H. Bodurtha

Terry K. Glenn

Joe Grills

  

Roberta Cooper Ramo

Robert S. Salomon, Jr.

Stephen B. Swensrud

CA Insured

  

Herbert I. London

  

André F. Perold

  

James H. Bodurtha

Terry K. Glenn

Joe Grills

  

Roberta Cooper Ramo

Robert S. Salomon, Jr.

Stephen B. Swensrud

FL Fund

  

Herbert I. London

  

André F. Perold

  

James H. Bodurtha

Terry K. Glenn

Joe Grills

  

Roberta Cooper Ramo

Robert S. Salomon, Jr.

Stephen B. Swensrud

MY Fund

  

Herbert I. London

  

James H. Bodurtha

  

Terry K. Glenn

Joe Grills

André F. Perold

  

Roberta Cooper Ramo

Robert S. Salomon, Jr.

Stephen B. Swensrud

MY Insured

  

Robert S. Salomon, Jr.

  

James H. Bodurtha

  

Terry K. Glenn

Joe Grills

Herbert I. London

  

André F. Perold

Roberta Cooper Ramo

Stephen B. Swensrud

MI Insured II

  

Herbert I. London

  

André F. Perold

  

James H. Bodurtha

Terry K. Glenn

Joe Grills

  

Roberta Cooper Ramo

Robert S. Salomon, Jr.

Stephen B. Swensrud

NJ Fund

  

Herbert I. London

  

André F. Perold

  

James H. Bodurtha

Terry K. Glenn

Joe Grills

  

Roberta Cooper Ramo

Robert S. Salomon, Jr.

Stephen B. Swensrud

 

B-4

Fund

  

Nominees to be Elected by
Holders of AMPS

  

Nominees to be Elected by Holders of Shares and AMPS

NY Insured Fund

  

Herbert I. London

  

André F. Perold

  

James H. Bodurtha

Terry K. Glenn

Joe Grills

  

Roberta Cooper Ramo

Robert S. Salomon, Jr.

Stephen B. Swensrud

Quality Fund

  

Herbert I. London

  

André F. Perold

  

James H. Bodurtha Terry K. Glenn

Joe Grills

  

Roberta Cooper Ramo Robert S. Salomon, Jr. Stephen B. Swensrud

Quality Fund II

  

Herbert I. London

  

James H. Bodurtha

  

Terry K. Glenn

Joe Grills

André F. Perold

  

Roberta Cooper Ramo Robert S. Salomon, Jr. Stephen B. Swensrud

 

Ownership of Shares and AMPS

 

Information relating to the share ownership by the Board Member nominees as of the Record Date is set forth in the chart below.

 

Nominee

   

Fund

   

No. of Shares

     

No. of AMPS

Terry K. Glenn

   

MY Fund
Quality Fund

   

14,961
5,109

     

None
None

James H. Bodurtha

   

MuniEnhanced

Quality Fund

   

480

374

     

None
None

Joe Grills

   

None

   

N/A

     

N/A

Herbert I. London

   

None

   

N/A

     

N/A

André F. Perold

   

None

   

N/A

     

N/A

Roberta Cooper Ramo

   

None

   

N/A

     

N/A

Robert S. Salomon, Jr

   

None

   

N/A

     

N/A

Stephen B. Swensrud

   

None

   

N/A

     

N/A

 

   

Aggregate Dollar Range of Equity Securities in each Fund

   

Bodurtha

   

Glenn*

  

Grills

  

London

  

Perold

  

Ramo

   

Salomon

   

Swensrud

MuniEnhanced

  

$1-$10,000

   

None

  

None

  

None

  

None

  

None

   

None

   

None

AZ Fund

  

None

   

None

  

None

  

None

  

None

  

None

   

None

   

None

CA Fund

  

None

   

None

  

None

  

None

  

None

  

None

   

None

   

None

CA Insured

  

None

   

None

  

None

  

None

  

None

  

None

   

None

   

None

FL Fund

  

None

   

None

  

None

  

None

  

None

  

None

   

None

   

None

MY Fund

  

None

   

Over $100,000

  

None

  

None

  

None

  

None

   

None

   

None

MY Insured

  

None

   

None

  

None

  

None

  

None

  

None

   

None

   

None

MI Insured II

  

None

   

None

  

None

  

None

  

None

  

None

   

None

   

None

NJ Fund

  

None

   

None

  

None

  

None

  

None

  

None

   

None

   

None

NY Insured Fund

  

None

   

None

  

None

  

None

  

None

  

None

   

None

   

None

Quality Fund

  

$1-$10,000

   

$50,001-
$100,000

  

None

  

None

  

None

  

None

   

None

   

None

Quality Fund II

  

None

   

None

  

None

  

None

  

None

  

None

   

None

   

None

Aggregate Dollar Range of Securities in All Registered Funds Overseen by Nominee in Merrill Lynch Family of Funds

  

$50,001-
$100,000

   

Over $100,000

  

Over $100,000

  

$50,001-
$100,000

  

None

  

$50,001-$100,000

   

None

   

None

*   Mr. Glenn is an “interested person” of each Fund, as defined in Section 2(a)(19) of the Investment Company Act.

 

B-5

 

Board and Committee Meetings

 

Set forth in the table below is information regarding Board and Committee meetings held and the aggregate fees and expenses paid by each Fund to the non-interested Board Members during the Fund’s most recently completed fiscal year.

 

      

Board

     

Audit Committee

   

Aggregate Fees and Expenses ($)

      

No. of Meetings Held*

   

Annual Fee ($)

   

Per Meeting

Fee ($)**

     

No. of Meetings Held*

   

Annual Fee ($)

   

Per Meeting

Fee ($)**

   

MuniEnhanced

     

6

   

1,130

   

170

     

4

   

1,130

   

170

   

31,143

AZ Fund

     

11

   

500

   

65

     

4

   

500

   

65

   

12,732

CA Fund

     

10

   

1,130

   

160

     

4

   

1,130

   

160

   

26,174

CA Insured

     

12

   

1,000

   

155

     

4

   

1,000

   

155

   

25,514

FL Fund

     

12

   

810

   

125

     

4

   

810

   

125

   

21,430

MY Fund

     

11

   

1,625

   

250

     

4

   

1,625

   

250

   

43,698

MY Insured

     

9

   

2,500

   

625

     

4

   

2,500

   

625

   

65,274

MI Insured II

     

9

   

630

   

95

     

4

   

630

   

95

   

16,999

NJ Fund

     

9

   

810

   

125

     

4

   

810

   

125

   

22,699

NY Insured Fund

     

10

   

1,750

   

265

     

4

   

1,750

   

265

   

45,386

Quality Fund

     

11

   

1,440

   

220

     

4

   

1,440

   

220

   

37,527

Quality Fund II

     

11

   

1,060

   

155

     

4

   

1,060

   

155

   

24,895

*   Includes telephonic meetings.
**   The fee is payable for each meeting attended in person. A fee is not paid for telephonic meetings.

 

Compensation of Board Members

 

Set forth in the table below is information regarding compensation paid by each Fund to the non-interested Board Members during each Fund’s most recently completed fiscal year.

 

    

Compensation from Fund ($)*

    

Bodurtha

   

Grills

   

London

   

Perold

   

Ramo

   

Salomon

   

Swensrud

MuniEnhanced

   

4,012

   

3,332

   

4,012

   

4,012

   

4,012

   

3,332

   

3,332

AZ Fund

   

1,913

   

973

   

1,913

   

1,913

   

1,913

   

973

   

973

CA Fund

   

4,639

   

2,278

   

4,639

   

4,639

   

4,639

   

2,278

   

2,278

CA Insured

   

4,293

   

1,787

   

4,293

   

4,293

   

4,293

   

1,787

   

1,787

FL Fund

   

3,440

   

1,695

   

3,440

   

3,440

   

3,440

   

1,695

   

1,695

MY Fund

   

7,315

   

3,396

   

7,315

   

7,315

   

7,315

   

3,396

   

3,396

MY Insured

   

4,833

   

11,917

   

4,833

   

4,833

   

4,833

   

11,917

   

11,917

MI Insured II

   

2,587

   

1,305

   

2,587

   

2,587

   

2,587

   

1,305

   

1,305

NJ Fund

   

3,621

   

1,830

   

3,621

   

3,621

   

3,621

   

1,830

   

1,830

NY Insured Fund

   

7,490

   

3,632

   

7,490

   

7,490

   

7,490

   

3,632

   

3,632

Quality Fund

   

6,160

   

3,000

   

6,160

   

6,160

   

6,160

   

3,000

   

3,000

Quality Fund II

   

4,452

   

2,167

   

4,452

   

4,452

   

4,452

   

2,167

   

2,167

*   No pension or retirement benefits are accrued as part of Fund expenses.

 

B-6

 

Set forth in the table below is information regarding the aggregate compensation paid by MLIM/FAM-Advised Funds, to non-interested Board Members for the year ended December 31, 2002.

 

Name of Board Member

     

Aggregate Compensation Paid to Board Members by MLIM/FAM-Advised Funds

James H. Bodurtha

     

$276,150

Joe Grills

     

$266,097

Herbert I. London

     

$276,150

André F. Perold

     

$276,150

Roberta Cooper Ramo

     

$276,150

Robert S. Salomon, Jr

     

$255,647

Stephen B. Swensrud

     

$315,564

 

B-7

EXHIBIT C

 

Defined terms used herein and not otherwise defined shall have the same meanings attributed thereto in Exhibit A, Exhibit B and in the Combined Proxy Statement to which the Exhibit is attached.

 

INFORMATION PERTAINING TO OFFICERS

 

Certain biographical and other information relating to the officers of each Fund is set forth below:

 

Name, Address* and
Age of Officers

  

Position(s) Held with the Funds

  

Term of Office** and Length of Time Served

  

Principal Occupation During Past Five Years

William R. Bock (66)

  

Vice President of FL Fund MY Insured

  

Vice President since 2002
2001

  

Vice President of MLIM since 1989.

Donald C. Burke (42)

  

Vice President and Treasurer of MuniEnhanced
AZ Fund
CA Fund
CA Insured
FL Fund

MY Fund

MY Insured

MI Insured II

NJ Fund

NY Insured Fund

Quality Fund

Quality Fund II

  

Vice President and Treasurer since 1993/1999

1993/1999

1993/1999

1993/1999

1993/1999

1993/1999

1993/1999

1993/1999

1993/1999

1993/1999

1993/1999

1993/1999

  

First Vice President of FAM and MLIM since 1997 and the Treasurer thereof since 1999; Senior Vice President and Treasurer of Princeton Services since 1999; Vice President of FAMD since 1999; Vice President of FAM and MLIM from 1990 to 1997; Director of Taxation of MLIM since 1990.

Terry K. Glenn (62)*(1)

  

President of MuniEnhanced

AZ Fund

CA Fund

CA Insured

FL Fund

MY Fund

MY Insured

MI Insured II

NJ Fund

NY Insured Fund

Quality Fund

Quality Fund II

  

President since

1999

1999

1999

1999

1999

1999

1999

1999

1999

1999

1999

1999

  

Chairman of the MLIM/FAM-Advised Funds since 1999; Chairman (Americas Region) from 2000 to 2002; Executive Vice President of FAM and MLIM (which terms as used herein include their corporate predecessors) from 1983 to 2000; President of FAM Distributors, Inc. (“FAMD” or the “Distributor”) from 1986 to 2002 and Director thereof from 1991 to 2002; Executive Vice President and Director of Princeton Services, Inc. (“Princeton Services”) from 1993 to 2002; President of Princeton Administrators, L.P. from 1988 to 2002; Director of Financial Data Services, Inc. from 1985 to 2002.

 

C-1

Name, Address* and
Age of Officers

  

Position(s) Held with the Funds

  

Term of Office** and Length of Time Served

  

Principal Occupation During Past Five Years

Kenneth A. Jacob (51)

  

Senior Vice President of

MuniEnhanced

AZ Fund

CA Fund

CA Insured

FL Fund

MY Fund

MY Insured

MI Insured II

NJ Fund

NY Insured Fund Quality Fund

Quality Fund II

  

Senior Vice President since

2001

2001

2001

2002

2001

2001

2002

2002

2001

2001

2001

2001

  

First Vice President of MLIM since 1997; Vice President of MLIM from 1984 to 1997; Vice President of FAM since 1984.

Theodore R. Jaeckel, Jr. (43)

  

Vice President of

MY Fund

NJ Fund

  

Vice President since 2003

1997

  

Director (Municipal Tax-Exempt Fund Management) of MLIM since 1997; Vice President of MLIM since 1991.

Michael Kalinoski (32)

  

Vice President of MuniEnhanced

AZ Fund

Quality Fund

Quality Fund II

  

Vice President since 2002

1999

1999

2000

  

Vice President and Portfolio Manager of MLIM since 1999; Head Municipal Bond Trader with Stong Funds from 1996 to 1999.

John M. Loffredo (39)

  

Senior Vice
President of

MuniEnhanced

AZ Fund

CA Fund

CA Insured

FL Fund

MY Fund

MY Insured

MI Insured II

NJ Fund

NY Insured Fund

Quality Fund

Quality Fund II

  

Senior Vice
President since

2001

2001

2001

2003

2001

2001

2002

2003

2001

2001

2001

2001

  

Managing Director of MLIM since 2000; First Vice President of MLIM from 1997 to 2000; Vice President of MLIM from 1991 to 1997; Portfolio Manager of FAM and MLIM since 1997.

Walter O’Connor (41)

  

Vice President of

CA Fund

NY Insured Fund

  

Vice President since

1995

2002

  

Director (Municipal Tax-Exempt) of MLIM since 1997; Vice President of MLIM from 1993 to 1997.

Roberto W. Roffo (37)

  

Vice President of

CA Insured

  

Vice President since

1992

  

Vice President of MLIM since 1996; Portfolio Manager with MLIM since 1992.

 

C-2

Name, Address* and
Age of Officers

  

Position(s) Held with the Funds

  

Term of Office** and Length of Time Served

  

Principal Occupation During Past Five Years

Brian D. Stewart (33)

  

Secretary of

MuniEnhanced

AZ Fund

CA Fund

CA Insured

FL Fund

MY Fund

MY Insured

MI Insured II

NJ Fund

NY Insured Fund Quality Fund

Quality Fund II

  

Secretary since

2003

2003

2003

2003

2003

2003

2003

2003

2003

2003

2003

2003

  

Vice President of MLIM since 2002; attorney with Reed Smith LLP from 2001 to 2002; attorney with Saul Ewing LLP from 1999 to 2001.

Fred K. Stuebe (52)

  

Vice President of

MI Insured II

  

Vice President since

2003

  

Vice President and Portfolio Manager of MY MI since 1995.

*   The address of each officer listed above is P.O. Box 9011, Princeton, New Jersey 08543-9011.
**   Elected by and serves at the pleasure of the Board of the Fund(s) for which he or she serves as an officer.

 

C-3

EXHIBIT D

 

CHARTER OF THE AUDIT COMMITTEE

OF THE BOARD OF DIRECTORS/TRUSTEES

FOR EXCHANGE LISTED FUNDS

 

Although the audit committee of an investment company also serves as a nominating committee, the following charter pertains only to each audit and nominating committee’s duties as an audit committee. The Board of Directors/Trustees of each investment company listed on Appendices A and B hereto has adopted the following audit committee charter:

 

I.    Composition of the Audit Committee

 

The Audit Committee shall be composed of at least three Directors/Trustees:

 

(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, or an “affiliated person” of the Fund, as described in Section 10A(m) of the Securities Exchange Act of 1934, as amended (the “1934 Act”);

 

(b)  each of whom shall not accept any consulting, advisory, or other compensatory fee from the Fund (other than fees for serving on the Board of Directors/Trustees or any committee thereof) or have any other relationship to the Fund that may interfere with the exercise of such person’s independence from the Fund and Fund management;

 

(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.

 

The Audit Committee shall determine whether at least one member of the Audit Committee is a “financial expert” as defined in rules promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Sarbanes-Oxley Act of 2002 and shall consider whether any member thereof serves on the audit committee of any other public companies.

 

II.    Purposes of the Audit Committee

 

The Audit Committee, in its capacity as a committee of the Board of Directors/Trustees, is directly responsible for the appointment, compensation, and oversight of the Fund’s independent accountants, including the resolution of disagreements regarding financial reporting between Fund management and such independent accountants. The Audit Committee should report regularly to the Board of Directors/Trustees with respect to the matters described in Section III of this Audit Committee Charter. The Fund’s independent accountants report directly to the Audit Committee.

 

III.    Responsibilities and Duties of the Audit Committee

 

The policies and procedures of the Audit Committee shall remain flexible to facilitate its ability to react to changing conditions and to generally discharge its functions. The following listed responsibilities describe areas of attention in broad terms.

 

D-1

 

To carry out its purposes, the Audit Committee shall have the following responsibilities and duties:

 

(a)  upon submission of an application form by the Fund’s independent accountants to the Public Company Accounting Oversight Board, to request: (i) a copy of such application form; (ii) any material amendments to such application form; and (iii) the written findings of the Public Company Accounting Oversight Board in connection with that Board’s inspection of the Fund’s independent accountants;

 

(b)  to preapprove all auditing services to be provided to the Fund by the Fund’s independent accountants*;

 

(c)  to preapprove all non-auditing services, including tax services, to be provided to the Fund by the Fund’s independent accountants in accordance with the 1934 Act; provided, however, that the preapproval requirement with respect to the provision of non-auditing services to the Fund by the Fund’s independent accountants may be waived by the Audit Committee under the circumstances described in the 1934 Act**;

 

(d)  to ensure that the Fund’s independent accountants 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, to actively engage in a dialogue with the Fund’s independent accountants with respect to any disclosed relationships or services that may affect 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;

 

(e)  to receive and consider specific representations from the Fund’s independent accountants with respect to the independence of such accountants, audit partner rotation, and conflicts of interest described in Section 10A(l) of the 1934 Act, and to consider whether the provision of any non- audit services to the Fund by the Fund’s independent accountants as described in Section III(c) of this Audit Committee Charter is compatible with maintaining the independence of those accountants;

 

(f)  to review arrangements for annual and special audits and the scope of such audits with the Fund’s independent accountants;

 

(g)  to review and discuss the Fund’s audited financial statements with Fund management;

 

(h)  to discuss with the independent accountants those matters required by Statement of Accounting Standards Nos. 61 and 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;

 

(i)  to cause to be prepared and to review and submit any report, including any recommendation of the Audit Committee, required by SEC Rules to be included in the Fund’s annual proxy statement;

*   The Audit Committee may delegate to one or more designated members of the Audit Committee the authority to grant such preapprovals; provided, however, that the Audit Committee shall not delegate preapproval of the audit required by the 1934 Act. The decisions of any member or members of the Audit Committee to whom such authority has been given shall be reported to the full Audit Committee at each of its scheduled meetings.
**   The Audit Committee may delegate to one or more designated members of the Audit Committee the authority to grant such preapprovals. The decisions of any member or members of the Audit Committee to whom such authority has been given shall be reported to the full Audit Committee at each of its scheduled meetings.

 

D-2

 

(j)  to review legal and regulatory matters presented by counsel and the Fund’s independent accountants that may have a material impact on the Fund’s financial statements;

 

(k)  to establish and administer policies and procedures relating to: (i) the hiring of employees or former employees of the Fund’s independent accountants; and (ii) the resolution of any disagreements between Fund management and the Fund’s independent accountants regarding accounting and/or financial reporting policies and procedures;

 

(l)  to consider with the Fund’s 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;

 

(m)  to receive and consider reports from the Fund’s independent accountants regarding: (i) all critical accounting policies and practices to be used; (ii) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with Fund management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent accountants; and (iii) other material written communications between the independent accountants and Fund management, such as any management letter or schedule of unadjusted differences;

 

(n)  to receive reports from the principal executive officer and the principal financial officer, or persons performing similar functions, regarding: (i) all significant deficiencies in the design or operation of Fund internal controls that could adversely affect the Fund’s ability to record, process, summarize, and report financial data and have identified for Fund’s independent accountants any material weaknesses in internal controls; (ii) any fraud, whether or not material, that involves Fund management or other employees who have a significant role in the Fund’s internal controls; and (iii) whether or not there were significant changes in the Fund’s internal controls or in other factors that could significantly affect the Fund’s internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses;

 

(o)  to establish procedures for: (i) the receipt, retention, and treatment of complaints received by the Fund regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission of concerns regarding questionable accounting or auditing matters;

 

(p)  to discuss with Fund management and the Fund’s independent auditors policies with respect to risk assessment and risk management and the quality and adequacy of the Fund’s internal controls and processes that could materially affect the Fund’s financial statements and financial reporting;

 

(q)  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;

 

(r)  to review and reassess the adequacy of this Charter on an annual basis and recommend any changes to the Board of Directors/Trustees; and

 

(s)  to perform such other functions consistent with this Audit Committee Charter, the Fund’s Articles of Incorporation or Declaration of Trust, as applicable, the Fund’s By-laws, and applicable law, as the Audit Committee or the Board of Directors/Trustees deems necessary or appropriate.

 

D-3

 

In fulfilling their responsibilities under this Audit Committee Charter, it is recognized that members of the Audit Committee are not full-time employees of the Fund. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures. Each member of the Audit Committee shall be entitled to rely on (i) the integrity of those persons and organizations inside and outside the Fund from which the Audit Committee receives information and (ii) the accuracy of the financial and other information provided to the Audit Committee by such persons or organizations, absent actual knowledge to the contrary (which actual knowledge shall be promptly reported to the Board of Directors/Trustees).

 

Fund management is responsible for maintaining appropriate systems for accounting. The Fund’s independent accountants are responsible for conducting a proper audit of the Fund’s financial statements and are ultimately accountable to the Audit Committee. The Audit Committee has the ultimate authority and responsibility to select (subject, if applicable, to shareholder approval) and evaluate the Fund’s independent accountants, to determine the compensation of the Fund’s independent accountants and, where appropriate, to replace the Fund’s independent accountants.

 

IV.    Meetings

 

The Audit Committee shall meet regularly with the Fund’s independent accountants (outside the presence of Fund management) and at least once annually with the representatives of Fund management responsible for the financial and accounting operations of the Fund. The Audit Committee shall hold special meetings at such times as the Audit Committee believes appropriate. Members of the Audit Committee may participate in a meeting of the Audit Committee by means of conference call or similar communications equipment by means of which all persons participating in such meeting can hear each other.

 

V.    Assistance from Fund Management; Authority to Engage Advisers; Funding

 

The appropriate officers of the Fund shall provide or arrange to provide such information, data and services as the Audit Committee may request. The Audit Committee shall have the power and authority to take all action it believes necessary or appropriate to discharge its responsibilities, including the power and authority to retain independent counsel and other advisers. The Fund shall provide for appropriate funding, as determined by the Audit Committee as a committee of the Board of Directors/Trustees, for payment of compensation to: (i) the Fund’s independent accountants and (ii) any advisers employed by the Audit Committee under this Section V.

 

Dated: June 6, 2000

Revised: April 11, 2001

Further Revised: October 29, 2002

[For Funds listed on Appendix A]

 

Dated: May 23, 2000

Revised: March 31, 2001

Further Revised: October 29, 2002

[For Funds listed on Appendix B]

 

D-4

APPENDIX A

 

MuniYield Insured Fund, Inc.

 

APPENDIX B

 

MuniEnhanced Fund, Inc.

MuniYield Arizona Fund, Inc.

MuniYield California Fund, Inc.

MuniYield California Insured Fund, Inc.

MuniYield Florida Fund

MuniYield Fund, Inc.

MuniYield Michigan Insured Fund II, Inc.

MuniYield New Jersey Fund, Inc.

MuniYield New York Insured Fund, Inc.

MuniYield Quality Fund, Inc.

MuniYield Quality Fund II, Inc. 


                                                                    COMMON STOCK

                             MUNIENHANCED FUND, INC.
                                  P.O. Box 9011
                        Princeton, New Jersey 08543-9011

                                      PROXY

           This proxy is solicited on behalf of the Board of Directors

         The undersigned hereby appoints Donald C. Burke, Terry K. Glenn and
Brian D. Stewart 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 of the shares of Common Stock of MuniEnhanced Fund, Inc.
(the "Fund") held of record by the undersigned on February 28, 2003 at the
annual meeting of stockholders of the Fund to be held on April 28, 2003 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 boxes /X/ or [X] in blue or black ink.




     1.  Election of Directors

           For       Withhold    For All    To withhold authority to vote for
           All         All        Except    certain nominees only, mark "For All
           [ ]         [ ]         [ ]      Except" and write each such
                                            nominee's number on the line below.

     01) James H. Bodurtha
     02) Terry K. Glenn
     03) Joe Grills
     04) Roberta Cooper Ramo
     05) Robert S. Salomon, Jr.
     06) 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:       , 2003

                                           X___________________________
                                           Signature

                                           X___________________________
                                           Signature, if held jointly

   Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.




                                                                AUCTION MARKET
                                                               PREFERRED STOCK

                             MUNIENHANCED FUND, INC.
                                  P.O. Box 9011
                        Princeton, New Jersey 08543-9011

                                      PROXY

           This proxy is solicited on behalf of the Board of Directors

         The undersigned hereby appoints Donald C. Burke, Terry K. Glenn and
Brian D. Stewart 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 MuniEnhanced Fund,
Inc. (the "Fund") held of record by the undersigned on February 28, 2003 at the
annual meeting of stockholders of the Fund to be held on April 28, 2003 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 boxes /X/ or [X] in blue or black ink.




     1.  Election of Directors

           For       Withhold    For All   To withhold authority to vote for
           All         All        Except   certain nominees only, mark "For All
           [ ]         [ ]          [ ]    Except" and write each such
                                           nominee's number on the line below.

     01) James H. Bodurtha
     02) Terry K. Glenn
     03) Joe Grills
     04) Herbert I. London
     05) Andre F. Perold
     06) Roberta Cooper Ramo
     07) Robert S. Salomon, Jr.
     08) 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:           , 2003

                                           X________________________
                                           Signature

                                           X________________________
                                           Signature, if held jointly

   Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.




                                                                   COMMON STOCK

                          MUNIYIELD ARIZONA 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
Brian D. Stewart 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 of the shares of Common Stock of MuniYield Arizona Fund,
Inc. (the "Fund") held of record by the undersigned on February 28, 2003 at the
annual meeting of stockholders of the Fund to be held on April 28, 2003 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 boxes /X/ or [X] in blue or black ink.




     1.  Election of Directors

           For       Withhold    For All   To withhold authority to vote for
           All         All        Except   certain nominees only, mark "For All
           [ ]         [ ]         [ ]     Except" and write each such
                                           nominee's number on the line below.

     01) James H. Bodurtha
     02) Terry K. Glenn
     03) Joe Grills
     04) Roberta Cooper Ramo
     05) Robert S. Salomon, Jr.
     06) 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:        , 2003

                                           X__________________________
                                           Signature

                                           X__________________________
                                           Signature, if held jointly

   Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.





                                                              AUCTION MARKET
                                                             PREFERRED STOCK

                          MUNIYIELD ARIZONA 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
Brian D. Stewart 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 MuniYield Arizona
Fund, Inc. (the "Fund") held of record by the undersigned on February 28, 2003
at the annual meeting of stockholders of the Fund to be held on April 28, 2003
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 boxes /X/ or [X] in blue or black ink.




     1.  Election of Directors

           For       Withhold    For All   To withhold authority to vote for
           All         All        Except   certain nominees only, mark "For All
           [ ]         [ ]          [ ]    Except" and write each such
                                           nominee's number on the line below.

     01) James H. Bodurtha
     02) Terry K. Glenn
     03) Joe Grills
     04) Herbert I. London
     05) Andre F. Perold
     06) Roberta Cooper Ramo
     07) Robert S. Salomon, Jr.
     08) 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:           , 2003

                                           X____________________________
                                           Signature

                                           X____________________________
                                           Signature, if held jointly

   Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.





                                                                   COMMON STOCK

                         MUNIYIELD CALIFORNIA 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
Brian D. Stewart 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 of the shares of Common Stock of MuniYield California Fund,
Inc. (the "Fund") held of record by the undersigned on February 28, 2003 at the
annual meeting of stockholders of the Fund to be held on April 28, 2003 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 boxes /X/ or [X] in blue or black ink.




     1.  Election of Directors

           For       Withhold    For All   To withhold authority to vote for
           All         All        Except   certain nominees only, mark "For All
           [ ]         [ ]          [ ]    Except" and write each such
                                           nominee's number on the line below.

     01) James H. Bodurtha
     02) Terry K. Glenn
     03) Joe Grills
     04) Roberta Cooper Ramo
     05) Robert S. Salomon, Jr.
     06) 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:          , 2003

                                           X___________________________
                                           Signature

                                           X___________________________
                                           Signature, if held jointly

   Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.






                                                                AUCTION MARKET
                                                               PREFERRED STOCK

                         MUNIYIELD CALIFORNIA 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
Brian D. Stewart 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 MuniYield California
Fund, Inc. (the "Fund") held of record by the undersigned on February 28, 2003
at the annual meeting of stockholders of the Fund to be held on April 28, 2003
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 boxes /X/ or [X] in blue or black ink.




     1.  Election of Directors

           For       Withhold    For All   To withhold authority to vote for
           All         All        Except   certain nominees only, mark "For All
           [ ]         [ ]          [ ]    Except" and write each such
                                           nominee's number on the line below.

     01) James H. Bodurtha
     02) Terry K. Glenn
     03) Joe Grills
     04) Herbert I. London
     05) Andre F. Perold
     06) Roberta Cooper Ramo
     07) Robert S. Salomon, Jr.
     08) 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:           , 2003

                                           X_________________________
                                           Signature

                                           X_________________________
                                           Signature, if held jointly

   Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.






                                                                    COMMON STOCK

                     MUNIYIELD CALIFORNIA INSURED 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
Brian D. Stewart 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 of the shares of Common Stock of MuniYield California
Insured Fund, Inc. (the "Fund") held of record by the undersigned on February
28, 2003 at the annual meeting of stockholders of the Fund to be held on April
28, 2003 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 boxes /X/ or [X] in blue or black ink.





     1.  Election of Directors

           For       Withhold    For All   To withhold authority to vote for
           All         All        Except   certain nominees only, mark "For All
           [ ]         [ ]          [ ]    Except" and write each such
                                           nominee's number on the line below.

     01) James H. Bodurtha
     02) Terry K. Glenn
     03) Joe Grills
     04) Roberta Cooper Ramo
     05) Robert S. Salomon, Jr.
     06) 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:             , 2003

                                           X_____________________________
                                           Signature

                                           X_____________________________
                                           Signature, if held jointly

   Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.






                                                              AUCTION MARKET
                                                             PREFERRED STOCK

                     MUNIYIELD CALIFORNIA INSURED 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
Brian D. Stewart 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 MuniYield California
Insured Fund, Inc. (the "Fund") held of record by the undersigned on February
28, 2003 at the annual meeting of stockholders of the Fund to be held on April
28, 2003 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 boxes /X/ or [X] in blue or black ink.





     1.  Election of Directors

           For       Withhold    For All   To withhold authority to vote for
           All         All        Except   certain nominees only, mark "For All
           [ ]         [ ]          [ ]    Except" and write each such
                                           nominee's number on the line below.

     01) James H. Bodurtha
     02) Terry K. Glenn
     03) Joe Grills
     04) Herbert I. London
     05) Andre F. Perold
     06) Roberta Cooper Ramo
     07) Robert S. Salomon, Jr.
     08) 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:           , 2003

                                           X__________________________
                                           Signature

                                           X__________________________
                                           Signature, if held jointly

   Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.




                                                                   COMMON SHARES

                             MUNIYIELD FLORIDA FUND
                                  P.O. Box 9011
                        Princeton, New Jersey 08543-9011

                                      PROXY

           This proxy is solicited on behalf of the Board of Trustees

         The undersigned hereby appoints Donald C. Burke, Terry K. Glenn and
Brian D. Stewart 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 of the shares of beneficial interest of MuniYield Florida
Fund (the "Fund") held of record by the undersigned on February 28, 2003 at the
annual meeting of shareholders of the Fund to be held on April 28, 2003 or any
adjournment thereof.

         This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy will
be voted FOR 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 boxes /X/ or [X] in blue or black ink.




     1.  Election of Trustees

           For       Withhold    For All   To withhold authority to vote for
           All         All        Except   certain nominees only, mark "For All
           [ ]         [ ]          [ ]    Except" and write each such
                                           nominee's number on the line below.

     01) James H. Bodurtha
     02) Terry K. Glenn
     03) Joe Grills
     04) Roberta Cooper Ramo
     05) Robert S. Salomon, Jr.
     06) 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 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:             , 2003

                                           X_____________________________
                                           Signature

                                           X_______________________________
                                           Signature, if held jointly

   Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.





                                                              AUCTION MARKET
                                                            PREFERRED SHARES

                             MUNIYIELD FLORIDA FUND
                                  P.O. Box 9011
                        Princeton, New Jersey 08543-9011

                                      PROXY

           This proxy is solicited on behalf of the Board of Trustees

         The undersigned hereby appoints Donald C. Burke, Terry K. Glenn and
Brian D. Stewart 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 Shares of MuniYield Florida
Fund (the "Fund") held of record by the undersigned on February 28, 2003 at the
annual meeting of shareholders of the Fund to be held on April 28, 2003 or any
adjournment thereof.

         This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy will
be voted FOR 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 boxes /X/ or [X] in blue or black ink.





     1.  Election of Trustees

           For       Withhold    For All   To withhold authority to vote for
           All         All        Except   certain nominees only, mark "For All
           [ ]         [ ]          [ ]    Except" and write each such
                                           nominee's number on the line below.

     01) James H. Bodurtha
     02) Terry K. Glenn
     03) Joe Grills
     04) Herbert I. London
     05) Andre F. Perold
     06) Roberta Cooper Ramo
     07) Robert S. Salomon, Jr.
     08) 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 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:           , 2003

                                           X_____________________________
                                           Signature

                                           X_____________________________
                                           Signature, if held jointly

   Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.






                                                                    COMMON STOCK

                              MUNIYIELD FUND, INC.
                                  P.O. Box 9011
                         Princeton, New Jerse 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
Brian D. Stewart 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 of the shares of Common Stock of MuniYield Fund, Inc. (the
"Fund") held of record by the undersigned on February 28, 2003 at the annual
meeting of stockholders of the Fund to be held on April 28, 2003 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 boxes /X/ or [X] in blue or black ink.





     1.  Election of Directors

           For       Withhold    For All   To withhold authority to vote for
           All         All        Except   certain nominees only, mark "For All
           [ ]         [ ]          [ ]    Except" and write each such
                                           nominee's number on the line below.

     01) Terry K. Glenn
     02) Joe Grills
     03) Andre F. Perold
     04) Roberta Cooper Ramo
     05) Robert S. Salomon, Jr.
     06) 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:             , 2003

                                           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
Brian D. Stewart 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 MuniYield Fund, Inc.
(the "Fund") held of record by the undersigned on February 28, 2003 at the
annual meeting of stockholders of the Fund to be held on April 28, 2003 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 boxes /X/ or [X] in blue or black ink.





     1.  Election of Directors

           For       Withhold    For All   To withhold authority to vote for
           All         All        Except   certain nominees only, mark "For All
           [ ]         [ ]          [ ]    Except" and write each such
                                           nominee's number on the line below.

     01) James H. Bodurtha
     02) Terry K. Glenn
     03) Joe Grills
     04) Herbert I. London
     05) Andre F. Perold
     06) Roberta Cooper Ramo
     07) Robert S. Salomon, Jr.
     08) 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:           , 2003

                                           X__________________________
                                           Signature

                                           X__________________________
                                           Signature, if held jointly

   Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.





                                                                   COMMON STOCK

                          MUNIYIELD INSURED 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
Brian D. Stewart 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 of the shares of Common Stock of MuniYield Insured Fund,
Inc. (the "Fund") held of record by the undersigned on February 28, 2003 at the
annual meeting of stockholders of the Fund to be held on April 28, 2003 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 boxes /X/ or [X] in blue or black ink.





     1.  Election of Directors

        For       Withhold    For All    To withhold authority to vote for
        All         All       Except     certain nominees only, mark "For All
        [ ]         [ ]        [ ]       Except" and write each such nominee's
                                         number on the line below.

     01) Terry K. Glenn
     02) Joe Grills
     03) Herbert I. London
     04) Andre F. Perold
     05) Roberta Cooper Ramo
     06) 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:             , 2003

                                           X_______________________________
                                           Signature

                                           X_______________________________
                                           Signature, if held jointly

   Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.





                                                                  AUCTION MARKET
                                                                 PREFERRED STOCK

                          MUNIYIELD INSURED 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
Brian D. Stewart 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 MuniYield Insured
Fund, Inc. (the "Fund") held of record by the undersigned on February 28, 2003
at the annual meeting of stockholders of the Fund to be held on April 28, 2003
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 boxes /X/ or [X] in blue or black ink.




     1.  Election of Directors

        For       Withhold    For All    To withhold authority to vote for
        All         All        Except    certain nominees only, mark "For All
        [ ]         [ ]         [ ]      Except" and write each such nominee's
                                         number on the line below.

     01) James H. Bodurtha
     02) Terry K. Glenn
     03) Joe Grills
     04) Herbert I. London
     05) Andre F. Perold
     06) Roberta Cooper Ramo
     07) Robert S. Salomon, Jr.
     08) 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:           , 2003

                                           X_______________________________

                                           Signature

                                           X_______________________________
                                           Signature, if held jointly

   Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.




                                                                    COMMON STOCK

                    MUNIYIELD MICHIGAN 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
Brian D. Stewart 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 of the shares of Common Stock of MuniYield Michigan Insured
Fund II, Inc. (the "Fund") held of record by the undersigned on February 28,
2003 at the annual meeting of stockholders of the Fund to be held on April 28,
2003 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 boxes /X/ or [X] in blue or black ink.




     1.  Election of Directors

        For       Withhold    For All    To withhold authority to vote for
        All         All        Except    certain nominees only, mark "For All
        [ ]         [ ]         [ ]      Except" and write each such nominee's
                                         number on the line below.

     01) James H. Bodurtha
     02) Terry K. Glenn
     03) Joe Grills
     04) Roberta Cooper Ramo
     05) Robert S. Salomon, Jr.
     06) 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:             , 2003

                                           X_______________________________

                                           Signature

                                           X_______________________________
                                           Signature, if held jointly

   Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.





                                                                  AUCTION MARKET
                                                                 PREFERRED STOCK

                    MUNIYIELD MICHIGAN 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
Brian D. Stewart 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 MuniYield Michigan
Insured Fund II, Inc. (the "Fund") held of record by the undersigned on February
28, 2003 at the annual meeting of stockholders of the Fund to be held on April
28, 2003 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 boxes /X/ or [X] in blue or black ink.




     1.  Election of Directors

        For       Withhold    For All    To withhold authority to vote for
        All         All        Except    certain nominees only, mark "For All
        [ ]         [ ]         [ ]      Except" and write each such nominee's
                                         number on the line below.

     01) James H. Bodurtha
     02) Terry K. Glenn
     03) Joe Grills
     04) Herbert I. London
     05) Andre F. Perold
     06) Roberta Cooper Ramo
     07) Robert S. Salomon, Jr.
     08) 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:           , 2003

                                           X_______________________________

                                           Signature

                                           X_______________________________
                                           Signature, if held jointly

   Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.




                                                                    COMMON STOCK

                         MUNIYIELD NEW JERSEY 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
Brian D. Stewart 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 of the shares of Common Stock of MuniYield New Jersey Fund,
Inc. (the "Fund") held of record by the undersigned on February 28, 2003 at the
annual meeting of stockholders of the Fund to be held on April 28, 2003 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 boxes /X/ or [X] in blue or black ink.




     1.  Election of Directors

        For       Withhold    For All    To withhold authority to vote for
        All         All       Except     certain nominees only, mark "For All
        [ ]         [ ]        [ ]       Except" and write each such nominee's
                                         number on the line below.

     01) James H. Bodurtha
     02) Terry K. Glenn
     03) Joe Grills
     04) Roberta Cooper Ramo
     05) Robert S. Salomon, Jr.
     06) 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:             , 2003

                                           X_______________________________

                                           Signature

                                           X_______________________________
                                           Signature, if held jointly

   Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.





                                                                  AUCTION MARKET
                                                                 PREFERRED STOCK

                         MUNIYIELD NEW JERSEY 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
Brian D. Stewart 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 MuniYield New Jersey
Fund, Inc. (the "Fund") held of record by the undersigned on February 28, 2003
at the annual meeting of stockholders of the Fund to be held on April 28, 2003
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 boxes /X/ or [X] in blue or black ink.




     1.  Election of Directors

        For       Withhold    For All    To withhold authority to vote for
        All         All        Except    certain nominees only, mark "For All
        [ ]         [ ]         [ ]      Except" and write each such nominee's
                                         number on the line below.

     01) James H. Bodurtha
     02) Terry K. Glenn
     03) Joe Grills
     04) Herbert I. London
     05) Andre F. Perold
     06) Roberta Cooper Ramo
     07) Robert S. Salomon, Jr.
     08) 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:           , 2003

                                           X_______________________________

                                           Signature

                                           X_______________________________
                                           Signature, if held jointly

   Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.





                                                                    COMMON STOCK

                      MUNIYIELD NEW YORK INSURED 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
Brian D. Stewart 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 of the shares of Common Stock of MuniYield New York Insured
Fund, Inc. (the "Fund") held of record by the undersigned on February 28, 2003
at the annual meeting of stockholders of the Fund to be held on April 28, 2003
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 boxes /X/ or [X] in blue or black ink.



     1.  Election of Directors

        For   Withhold    For All        To withhold authority to vote for
        All    All        Except         certain nominees only, mark "For All
        [ ]    [ ]         [ ]           Except" and write each such nominee's
                                         number on the line below.

     01) James H. Bodurtha
     02) Terry K. Glenn
     03) Joe Grills
     04) Roberta Cooper Ramo
     05) Robert S. Salomon, Jr.
     06) 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:             , 2003

                                           X_______________________________

                                           Signature

                                           X_______________________________
                                           Signature, if held jointly

   Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.



                                                                  AUCTION MARKET
                                                                 PREFERRED STOCK

                      MUNIYIELD NEW YORK INSURED 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
Brian D. Stewart 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 MuniYield New York
Insured Fund, Inc. (the "Fund") held of record by the undersigned on February
28, 2003 at the annual meeting of stockholders of the Fund to be held on April
28, 2003 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 boxes /X/ or [X] in blue or black ink.



     1.  Election of Directors

        For   Withhold    For All        To withhold authority to vote for
        All     All       Except         certain nominees only, mark "For All
        [ ]     [ ]         [ ]          Except" and write each such nominee's
                                         number on the line below.

     01) James H. Bodurtha
     02) Terry K. Glenn
     03) Joe Grills
     04) Herbert I. London
     05) Andre F. Perold
     06) Roberta Cooper Ramo
     07) Robert S. Salomon, Jr.
     08) 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:           , 2003

                                           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 Donald C. Burke, Terry K. Glenn and
Brian D. Stewart 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 of the shares of Common Stock of MuniYield Quality Fund,
Inc. (the "Fund") held of record by the undersigned on February 28, 2003 at the
annual meeting of stockholders of the Fund to be held on April 28, 2003 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 boxes /X/ or [X] in blue or black ink.



         1.   Election of Directors

        For   Withhold    For All        To withhold authority to vote for
        All     All       Except         certain nominees only, mark "For All
        [ ]     [ ]         [ ]          Except" and write each such nominee's
                                         number on the line below.

     01) James H. Bodurtha
     02) Terry K. Glenn
     03) Joe Grills
     04) Roberta Cooper Ramo
     05) Robert S. Salomon, Jr.
     06) 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:            , 2003

                                           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
Brian D. Stewart 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 MuniYield Quality
Fund, Inc. (the "Fund") held of record by the undersigned on February 28, 2003
at the annual meeting of stockholders of the Fund to be held on April 28, 2003
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 boxes /X/ or [X] in blue or black ink.



     1.  Election of Directors

        For   Withhold    For All        To withhold authority to vote for
        All     All       Except         certain nominees only, mark "For All
        [ ]     [ ]        [ ]           Except" and write each such nominee's
                                         number on the line below.

     01) James H. Bodurtha
     02) Terry K. Glenn
     03) Joe Grills
     04) Herbert I. London
     05) Andre F. Perold
     06) Roberta Cooper Ramo
     07) Robert S. Salomon, Jr.
     08) 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:           , 2003

                                           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
Brian D. Stewart 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 of the shares of Common Stock of MuniYield Quality Fund II,
Inc. (the "Fund") held of record by the undersigned on February 28, 2003 at the
annual meeting of stockholders of the Fund to be held on April 28, 2003 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 boxes /X/ or [X] in blue or black ink.



     1.  Election of Directors

        For   Withhold    For All        To withhold authority to vote for
        All     All       Except         certain nominees only, mark "For All
        [ ]     [ ]        [ ]           Except" and write each such nominee's
                                         number on the line below.

     01) Terry K. Glenn
     02) Joe Grills
     03) Andre F. Perold
     04) Roberta Cooper Ramo
     05) Robert S. Salomon, Jr.
     06) 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:           , 2003


                                           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 Donald C. Burke, Terry K. Glenn and
Brian D. Stewart 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 MuniYield Quality Fund
II, Inc. (the "Fund") held of record by the undersigned on February 28, 2003 at
the annual meeting of stockholders of the Fund to be held on April 28, 2003 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 boxes /X/ or [X] in blue or black ink.



     1.  Election of Directors

        For   Withhold    For All        To withhold authority to vote for
        All     All       Except         certain nominees only, mark "For All
        [ ]     [ ]        [ ]           Except" and write each such nominee's
                                         number on the line below.

     01) James H. Bodurtha
     02) Terry K. Glenn
     03) Joe Grills
     04) Herbert I. London
     05) Andre F. Perold
     06) Roberta Cooper Ramo
     07) Robert S. Salomon, Jr.
     08) 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:           , 2003

                                           X_______________________________

                                           Signature

                                           X_______________________________
                                           Signature, if held jointly

   Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.