<DOCUMENT>
<TYPE>EX-13.D
<SEQUENCE>14
<FILENAME>file013.txt
<DESCRIPTION>BROKER DEALER AGREEMENT
<TEXT>

                                                                  Exhhibit 13(d)

================================================================================


                             BROKER-DEALER AGREEMENT

                                     between

                        IBJ SCHRODER BANK & TRUST COMPANY

                                       and

               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED


                          Dated as of December 23, 1991

                                   Relating to

                        AUCTION MARKET PREFERRED STOCK(R)

                                   ("AMPS"(R))

               Series A, Series B, Series C, Series D and Series E

                                       of

                              MUNIYIELD FUND, INC.


================================================================================

(R)   Registered trademark of Merrill Lynch & Co., Inc.


<PAGE>


      BROKER-DEALER AGREEMENT dated as of December 23, 1991 between IBJ Schroder
Bank & Trust Company, a New York banking corporation (the "Auction Agent") (not
in its individual capacity but solely as agent of MuniYield Fund, Inc., a
Maryland corporation (the "Company"), pursuant to authority granted to it in the
Auction Agent Agreement dated as of December 23, 1991, between the Company and
the Auction Agent (the "Auction Agent Agreement")) and Merrill Lynch, Pierce,
Fenner & Smith Incorporated (together with its successors and assigns
hereinafter referred to as "BD").

      The Company has duly authorized and issued 900 shares of Auction Market
Preferred Stock(R), Series A ("Series A AMPS"), 900 shares of Auction Market
Preferred Stock, Series B ("Series B AMPS"), 900 shares of Auction Market
Preferred Stock, Series C ("Series C AMPS"), 900 shares of Auction Market
Preferred Stock, Series D ("Series D AMPS") and 1,400 shares of Auction Market
Preferred Stock, Series E ("Series E AMPS"), all with a par value of $.10 per
share and a liquidation preference of $50,000 per share plus accumulated but
unpaid dividends (whether or not earned or declared), each pursuant to the
Company's Articles Supplementary (as defined below). The Series A AMPS, Series B
AMPS, Series C AMPS, Series D AMPS and Series E AMPS are sometimes referred to
together herein as "AMPS".

      The Company's Articles Supplementary provide that the dividend rate on
each series of AMPS for each Dividend Period therefor after the Initial Dividend
Period shall be the Applicable Rate therefor, which in each case, in general,
shall be the rate per annum that a commercial bank, trust company or other
financial institution appointed by the Company advises results from
implementation of the Auction Procedures (as defined below). The Board of
Directors of the Company has adopted a resolution appointing IBJ Schroder Bank &
Trust Company as Auction Agent for purposes of the Auction Procedures, and
pursuant to Section 2.5(d) of the Auction Agent Agreement, the Company has
requested and directed the Auction Agent to execute and deliver this Agreement.

      The Auction Procedures require the participation of one or more
Broker-Dealers.

----------
(R)   Registered trademark of Merrill Lynch & Co., Inc.


<PAGE>


      NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the Auction Agent and BD agree as follows:

      1. Definitions and Rules of Construction.

      1.1 Terms Defined by Reference to the Articles Supplementary. Capitalized
terms not defined herein shall have the respective meanings specified in the
Articles Supplementary of the Company.

      1.2 Terms Defined Herein. As used herein and in the Settlement Procedures
(as defined below), the following terms shall have the following meanings,
unless the context otherwise requires:

            (a) "Articles Supplementary" shall mean the Articles Supplementary,
      as amended, of the Company, establishing the powers, preferences and
      rights of the AMPS filed on December 20, 1991 in the office of the State
      Department of Assessments and Taxation of the State of Maryland.

            (b) "Auction" shall have the meaning specified in Section 2 .1
      hereof.

            (c) "Auction Procedures" shall mean the Auction Procedures that are
      set forth in Paragraph 11 of the Articles Supplementary.

            (d) "Authorized Officer" shall mean each Senior Vice President, Vice
      President, Assistant Vice President, Trust Officer, Assistant Secretary
      and Assistant Treasurer of the Auction Agent assigned to its Corporate
      Trust and Agency Group and every other officer or employee of the Auction
      Agent designated as an "Authorized Officer" for purposes of this Agreement
      in a communication to BD:

            (e) "BD Officer" shall mean each officer or employee of BD
      designated as a "BD Officer" for purposes of this Agreement in a
      communication to the Auction Agent.

            (f) "Broker-Dealer Agreement" shall mean this Agreement and any
      substantially similar agreement between the Auction Agent and a
      Broker-Dealer.

            (g) "Purchaser's Letter" shall mean a letter addressed to the
      Company, the Auction Agent and a Broker-Dealer, substantially in the form
      attached hereto as Exhibit A.

            (h) "Settlement Procedures" shall mean the Settlement Procedures
      attached hereto as Exhibit B.

      1.3 Rules of Construction. Unless the context or use indicates another or
different meaning or intent, the following rules shall apply to the construction
of this Agreement:

            (a) Words importing the singular number shall include the plural
      number and vice versa.

            (b) The captions and headings herein are solely for convenience of
      reference and shall not constitute a part of this Agreement nor shall they
      affect its meaning, construction or effect.


                                       2
<PAGE>

            (c) The words "hereof," "herein," "hereto," and other words of
      similar import refer to this Agreement as a whole.

            (d) All references herein to a particular time of day shall be to
      New York City time.

      2. Notification of Dividend Period and Advance Notice of Allocation of
Taxable Income.

            (a) The provisions contained in paragraph 2 of the Articles
      Supplementary concerning the notification of a Special Dividend Period
      will be followed by the Auction Agent and BD and the provisions contained
      therein are incorporated herein by reference in their entirety and shall
      be deemed to be a part of this Agreement to the same extent as if such
      provisions were fully set forth herein.

            (b) Whenever the Company intends to include any net capital gains or
      other taxable income in any dividend on shares of any series of AMPS, the
      Company will notify the Auction Agent of the amount to be so included at
      least five Business Days prior to the Auction Date on which the Applicable
      Rate for such dividend is to be established. Whenever the Auction Agent
      receives such notice from the Company, it will in turn notify BD, who, on
      or prior to such Auction Date, will notify its Existing Holders and
      Potential Holders believed to be interested in submitting an Order in the
      Auction to be held on such Auction Date.

      3.    The Auction.

      3.1 Purpose; Incorporation by Reference of Auction Procedures and
Settlement Procedures.

            (a) On each Auction Date, the provisions of the Auction Procedures
      will be followed by the Auction Agent for the purpose of determining the
      Applicable Rate for each series of AMPS, for the next Dividend Period
      therefor. Each periodic operation of such procedures is hereinafter
      referred to as an "Auction."

            (b) All of the provisions contained in the Auction Procedures and
      the Settlement Procedures are incorporated herein by reference in their
      entirety and shall be deemed to be a part of this Agreement to the same
      extent as if such provisions were fully set forth herein.

            (c) BD is delivering herewith a Purchaser's Letter executed by BD
      and, in the case of Merrill Lynch, Pierce, Fenner & Smith Incorporated, a
      list of persons to whom BD will initially sell the shares of each series
      of AMPS, the number of shares of each series of AMPS BD will sell to each
      such person and the number of shares of each series of AMPS BD will hold
      for its own account. BD agrees to act as, and assumes the obligations of
      and limitations and restrictions placed upon, a Broker-Dealer under this
      Agreement. BD understands that other Persons meeting the requirements
      specified in the definition of "Broker-Dealer" contained in Paragraph 1 of
      the Articles Supplementary may execute a Broker-Dealer Agreement and a
      Purchaser's Letter and participate as Broker-Dealers in Auctions.

            (d) BD and other Broker-Dealers may participate in Auctions for
      their own accounts, provided that BD or such other Broker-Dealers, as the
      case may be, has executed a Purchaser's Letter. However, the Company may
      by notice to BD and all other Broker-Dealers prohibit all


                                       3
<PAGE>

      Broker-Dealers from submitting Bids in Auctions for their own accounts,
      provided that Broker-Dealers may continue to submit Hold Orders and Sell
      Orders.

      3.2 Preparation for Each Auction.

            (a) Not later than 9:30 A.M. on each Auction Date for each series of
      AMPS, the Auction Agent shall advise BD by telephone of the Reference Rate
      and the Maximum Applicable Rate in effect on such Auction Date.

            (b) In the event that the Auction Date for any Auction shall be
      changed after the Auction Agent has given the notice referred to in clause
      (vii) of paragraph (a) of the Settlement Procedures, the Auction Agent, by
      such means as the Auction Agent deems practicable, shall give notice of
      such change to BD not later than the earlier of 9:15 A.M. on the new
      Auction Date or 9:15 A.M. on the old Auction Date. Thereafter, BD shall
      promptly notify customers of BD that BD believes are Existing Holders of
      shares of Series A AMPS, Series B AMPS, Series C AMPS, Series D AMPS or
      Series E AMPS, as the case may be, of such change in the Auction Date.

            (c) The Auction Agent from time to time may request BD to provide it
      with a list of the respective customers BD believes are Existing Holders
      of shares of each series of AMPS. BD shall comply with any such request,
      and the Auction Agent shall keep confidential any such information,
      including information received as to the identity of Bidders in any
      Auction, and shall not disclose any such information so provided to any
      Person other than the Company; and such information shall not be used by
      the Auction Agent or its officers, employees, agents or representatives
      for any purpose other than such purposes as are described herein. The
      Auction Agent shall transmit any list of customers BD believes are
      Existing Holders of shares of each series of AMPS and information related
      thereto only to its officers, employees, agents or representatives in the
      Corporate Trust and Agency Group who need to know such information for the
      purposes of acting in accordance with this Agreement and shall prevent the
      transmission of such information to others and shall cause its officers,
      employees, agents and representatives to abide by the foregoing
      confidentiality restrictions; provided, however, that the Auction Agent
      shall have no responsibility or liability for the actions of any of its
      officers, employees, agents or representatives after they have left the
      employ of the Auction Agent.

            (d) The Auction Agent is not required to accept the Purchaser's
      Letter for any Potential Holder for an Auction unless it is received by
      the Auction Agent by 3:00 P.M. on the Business Day next preceding such
      Auction.

      3.3   Auction Schedule; Method of Submission of Orders.

            (a) The Company and the Auction Agent shall conduct Auctions for
      each series of AMPS in accordance with the schedule set forth below. Such
      schedule may be changed at any time by the Auction Agent with the consent
      of the Company, which consent shall not be unreasonably withheld. The
      Auction Agent shall give notice of any such change to BD. Such notice
      shall be received prior to the first Auction Date on which any such change
      shall be effective.


                                       4
<PAGE>

         Time                                       Event
         ----                                       -----

By 9:30 A.M.                        Auction Agent advises the Company and
                                    Broker-Dealers of Reference Rate and the
                                    Maximum Applicable Rate as set forth in
                                    section 3.2(a) hereof.

9:30 A.M. - 1:00 P.M.               Auction Agent assembles information
                                    communicated to it by Broker-Dealers as
                                    provided in Paragraph 11(c)(i) of the
                                    Articles Supplementary. Submission Deadline
                                    is 1:00 P.M.

Not earlier than 1:00 P.M.          Auction Agent makes determinations pursuant
                                    to Paragraph 11(d)(i) of the Articles
                                    Supplementary.

By approximately 3:00 P.M.          Auction Agent advises Company of results of
                                    Auction as provided in Paragraph 11(d)(ii)
                                    of the Articles Supplementary.

                                    Submitted Bids and Submitted Sell Orders are
                                    accepted and rejected in whole or in part
                                    and shares of AMPS are allocated as provided
                                    in Paragraph 11(e) of the Articles
                                    Supplementary.

By approximately 10:00 A.M. on      Auction Agent gives notice of Auction
the next succeeding Business Day    results as set forth in Section 3.4(a)
                                    hereof.


            (b) BD agrees to maintain a list of Potential Holders and to contact
      the Potential Holders on such list on or prior to each Auction Date for
      the purposes set forth in Paragraph 11 of the Articles Supplementary.

            (c) BD agrees not to sell, assign or dispose of any shares of any
      series of AMPS, to any Person who has not delivered a signed Purchaser's
      Letter to the Auction Agent.

            (d) BD shall submit Orders to the Auction Agent in writing in
      substantially the form attached hereto as Exhibit C. BD shall submit
      separate Orders to the Auction Agent for each Potential Holder or Existing
      Holder on whose behalf BD is submitting an Order and shall not net or
      aggregate the orders of Potential Holders or Existing Holders on whose
      behalf BD is submitting orders.

            (e) BD shall deliver to the Auction Agent (i) a written notice,
      substantially in the form attached hereto as Exhibit D, of transfers of
      shares of any series of AMPS, made through BD by an Existing Holder to
      another Person other than pursuant to an Auction, and (ii) a written
      notice, substantially in the form attached hereto as Exhibit E, of the
      failure of shares of any series of AMPS to be transferred to or by any
      Person that purchased or sold shares of any series of AMPS or through BD
      pursuant to an Auction. The Auction Agent is not required to accept any
      notice delivered pursuant to the terms of the foregoing sentence with
      respect to an Auction


                                       5
<PAGE>

      unless it is received by the Auction Agent by 3:00 P.M. on the Business
      Day next preceding the applicable Auction Date.

      3.4 Notice of Auction Results.

            (a) On each Auction Date, the Auction Agent shall notify BD by
      telephone as set forth in paragraph (a) of the Settlement Procedures. On
      the Business Day next succeeding such Auction Date, the Auction Agent
      shall notify BD in writing of the disposition of all Orders submitted by
      BD in the Auction held on such Auction Date.

            (b) BD shall notify each Existing Holder or Potential Holder on
      whose behalf BD has submitted an Order as set forth in paragraph (b) of
      the Settlement Procedures and take such other action as is required of BD
      pursuant to the Settlement Procedures.

      If any Existing Holder selling shares of any series of AMPS in an Auction
fails to deliver such shares, the BD of any Person that was to have purchased
shares of such series of AMPS in such Auction may deliver to such Person a
number of whole shares of such series of AMPS that is less than the number of
shares that otherwise was to be purchased by such Person. In such event, the
number of shares of such series of AMPS to be so delivered shall be determined
by such BD. Delivery of such lesser number of shares shall constitute good
delivery. Upon the occurrence of any such failure to deliver shares, such BD
shall deliver to the Auction Agent the notice required by Section 3.3(e)(ii)
hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery
or non-delivery of shares of any series of AMPS which represents any departure
from the results of an Auction, as determined by the Auction Agent, shall be of
no effect unless and until the Auction Agent shall have been notified of such
delivery or non-delivery in accordance with the terms of Section 3.3 (e) hereof.
The Auction Agent shall have no duty or liability with respect to enforcement of
this Section 3.4(b).

      3.5 Service Charge to Be Paid to BD. On the Business Day next succeeding
each Auction Date, the Auction Agent shall pay to BD from moneys received from
the Company an amount equal to: (a) in the case of any Auction Date immediately
preceding a 7-day Dividend Period, 28-day Dividend Period or Short Term Dividend
Period, the product of (i) a fraction the numerator of which is the number of
days in such Dividend Period (calculated by counting the first day of such
Dividend Period but excluding the last day thereof) and the denominator of which
is 360, times (ii) 1/4 of 1%, times (iii) $50,000, times (iv) the sum of (A) the
aggregate number of AMPS placed by BD in the applicable Auction that were (x)
the subject of a Submitted Bid of an Existing Holder submitted by BD and
continued to be held as a result of such submission and (y) the subject of a
Submitted Bid of a Potential Holder submitted by BD and were purchased as a
result of such submission plus (B) the aggregate number of AMPS subject to valid
Hold Orders (determined in accordance with Paragraph 11 of the Articles
Supplementary) submitted to the Auction Agent by BD plus (C) the number of AMPS
deemed to be subject to Hold Orders by Existing Holders pursuant to Paragraph 11
of the Articles Supplementary that were acquired by such Existing Holders
through BD and (b) in the case of any Auction Date immediately preceding a Long
Term Dividend Period, that amount as mutually agreed upon by the Company and BD,
based on the selling concession that would be applicable to an underwriting of
fixed or variable rate preferred shares with a similar final maturity or
variable rate dividend period, at the commencement of such Long Term Dividend
Period.


                                       6
<PAGE>

      For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any
Existing Holder who acquired shares of any series of AMPS through BD transfers
those shares to another Person other than pursuant to an Auction, then the
Broker-Dealer for the shares so transferred shall continue to be BD, provided,
however, that if the transfer was effected by, or if the transferee is, a
Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer
for such shares.

      4. The Auction Agent.

      4.1 Duties and Responsibilities.

            (a) The Auction Agent is acting solely as agent for the Company
      hereunder and owes no fiduciary duties to any other Person by reason of
      this Agreement.

            (b) The Auction Agent undertakes to perform such duties and only
      such duties as are specifically set forth in this Agreement, and no
      implied covenants or obligations shall be read into this Agreement against
      the Auction Agent.

            (c) In the absence of bad faith or negligence on its part, the
      Auction Agent shall not be liable for any action taken, suffered, or
      omitted or for any error of judgment made by it in the performance of its
      duties under this Agreement. The Auction Agent shall not be liable for any
      error of judgment made in good faith unless the Auction Agent shall have
      been negligent in ascertaining (or failing to ascertain) the pertinent
      facts.

      4.2 Rights of the Auction Agent.

            (a) The Auction Agent may rely and shall be protected in acting or
      refraining from acting upon any communication authorized by this Agreement
      and upon any written instruction, notice, request, direction, consent,
      report, certificate, share certificate or other instrument, paper or
      document believed by it to be genuine. The Auction Agent shall not be
      liable for acting upon any telephone communication authorized by this
      Agreement which the Auction Agent believes in good faith to have been
      given by the Company or by a Broker-Dealer. The Auction Agent may record
      telephone communications with the Broker-Dealers.

            (b) The Auction Agent may consult with counsel of its own choice,
      and the advice of such counsel shall be full and complete authorization
      and protection in respect of any action taken, suffered or omitted by it
      hereunder in good faith and in reliance thereon.

            (c) The Auction Agent shall not be required to advance, expend or
      risk its own funds or otherwise incur or become exposed to financial
      liability in the performance of its duties hereunder.

            (d) The Auction Agent may perform its duties and exercise its rights
      hereunder either directly or by or through agents or attorneys.

      4.3 Auction Agent's Disclaimer. The Auction Agent makes no representation
as to the validity or adequacy of this Agreement or the AMPS.
-----------------------------------


                                       7
<PAGE>

      5. Miscellaneous.

      5.1 Termination. Any party may terminate this Agreement at any time upon
five days' prior notice to the other party; provided, however, that if BD is
Merrill Lynch, Pierce, Fenner & Smith Incorporated, neither BD nor the Auction
Agent may terminate this Agreement without first obtaining prior written consent
of the Company of such termination, which consent shall not be unreasonably
withheld.

      5.2 Participant in Securities Depository; Payment of Dividends in Same-Day
Funds.

            (a) BD is, and shall remain for the term of this Agreement, a member
      of, or participant in, the Securities Depository (or an affiliate of such
      a member or participant).

            (b) BD represents that it (or if such BD does not act as Agent
      Member, one of its affiliates) shall make all dividend payments on the
      AMPS available in same-day funds on each Dividend Payment Date to
      customers that use such BD or affiliate as Agent Member.

      5.3 Agent Member. At the date hereof, BD is a participant of the
Securities Depository.

      5.4 Communications. Except for (i) communications authorized to be made by
telephone pursuant to this Agreement or the Auction Procedures and (ii)
communications in connection with the Auctions (other than those expressly
required to be in writing), all notices, requests and other communications to
any party hereunder shall be in writing (including telecopy or similar writing)
and shall be given to such party, addressed to it, at its address or telecopy
number set forth below:

If to BD                     Merrill Lynch, Pierce, Fenner & Smith Incorporated
addressed:                   Merrill Lynch World Headquarters
                             World Financial Center - North Tower
                             New York, New York 10281-1205

                             Attention:
                             Telecopier No.:  (212) 449-2760
                             Telephone No.:  (212) 449-4940

If to the Auction            IBJ Schroder Bank & Trust Company
Agent, addressed:            One State Street
                             New York, New York 10004

                             Attention: Auction Window Subcellar 1
                             Telecopier No.: (212) 797-1148
                             Telephone No.:  (212) 858-2272

or such other address or telecopy number as such party may hereafter specify for
such purpose by notice to the other party.

Each such notice, request or communication shall be effective when delivered at
the address specified herein. Communications shall be given on behalf of BD by a
BD Officer and on behalf


                                       8
<PAGE>

of the Auction Agent by an Authorized Officer. BD may record telephone
communications with the Auction Agent.

      5.5 Entire Agreement. This Agreement contains the entire agreement between
the parties relating to the subject matter hereof, and there are no other
representations, endorsements, promises, agreements or understandings, oral,
written or inferred, between the parties relating to the subject matter hereof.

      5.6 Benefits. Nothing in this Agreement, express or implied, shall give to
any person, other than the Company, the Auction Agent and BD and their
respective successors and assigns, any benefit of any legal or equitable right,
remedy or claim under this Agreement.

      5.7 Amendments; Waiver.

            (a) This Agreement shall not be deemed or construed to be modified,
      amended, rescinded, cancelled or waived, in whole or in part, except by a
      written instrument signed by a duly authorized representative of the party
      to be charged.

            (b) Failure of either party to this Agreement to exercise any right
      or remedy hereunder in the event of a breach of this Agreement by the
      other party shall not constitute a waiver of any such right or remedy with
      respect to any subsequent breach.

      5.8 Successors and Assigns. This Agreement shall be binding upon, inure to
the benefit of, and be enforceable by, the respective successors and permitted
assigns of each of BD and the Auction Agent. This Agreement may not be assigned
by either party hereto absent the prior written consent of the other party;
provided, however, that this Agreement may be assigned by the Auction Agent to a
successor Auction Agent selected by the Company without the consent of BD.

      5.9 Severability. If any clause, provision or section of this Agreement
shall be ruled invalid or unenforceable by any court of competent jurisdiction,
the invalidity or unenforceability of such clause, provision or section shall
not affect any remaining clause, provision or section hereof.

      5.10 Execution in Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

      6. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed in said State.


                                       9
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the date first above written.

                                      IBJ SCHRODER BANK & TRUST COMPANY


                                      By:  _____________________________________
                                            Title:  Assistant Vice President


                                      MERRILL LYNCH, PIERCE, FENNER & SMITH
                                                            INCORPORATED


                                      By:  _____________________________________
                                            Title:  Vice President


                                       10
<PAGE>

                                                                       EXHIBIT A

TO BE  SUBMITTED TO YOUR  BROKER-DEALER  WHO WILL THEN DELIVER
COPIES  ON YOUR  BEHALF TO THE  RESPECTIVE  TRUST  COMPANY  OR
REMARKETING AGENT. MASTER PURCHASER'S LETTER

                                   Relating to
                       Securities Involving Rate Settings
                        Through Auctions or Remarketings


THE COMPANY
A REMARKETING AGENT
THE TRUST COMPANY
A BROKER-DEALER
AN AGENT MEMBER
OTHER PERSONS

Dear Sirs:

      1. This letter is designed to apply to publicly or privately  offered debt
or  equity  securities  ("Securities")  of  any  issuer  ("Company")  which  are
described in any final prospectus or other offering  materials  relating to such
Securities  as the same  may be  amended  or  supplemented  (collectively,  with
respect to the particular  Securities  concerned,  the  "Prospectus")  and which
involve  periodic rate settings  through  auctions  ("Auctions")  or remarketing
procedures ("Remarketings"). This letter shall be for the benefit of any Company
and of any trust company,  auction  agent,  paying agent  (collectively,  "trust
company"), remarketing agent, broker-dealer, agent member, securities depository
or other  interested  person  in  connection  with any  Securities  and  related
Auctions or Remarketings  (it being understood that such persons may be required
to  execute   specified   agreements   and  nothing   herein  shall  alter  such
requirements).  The  terminology  used  herein is  intended to be general in its
application  and not to  exclude  any  Securities  in  respect  of which (in the
Prospectus or otherwise) alternative terminology is used.

      2. We may from time to time  offer to  purchase,  purchase,  offer to sell
and/or sell  Securities of any Company as described in the  Prospectus  relating
thereto. We agree that this letter shall apply to all such purchases,  sales and
offers and to Securities  owned by us. We understand that the  dividend/interest
rate on Securities  may be based from time to time on the results of Auctions or
Remarketings as set forth in the Prospectus.

      3. We agree  that any bid or sell  order  placed by us in an  Auction or a
Remarketing shall constitute an irrevocable offer (except as otherwise described
in the Prospectus) by us to purchase or sell the Securities  subject to such bid
or sell order,  or such lesser  amount of  Securities as we shall be required to
sell or purchase as a result of such Auction or  Remarketing,  at the applicable
price, all as set forth in the Prospectus, and that if we fail to place a bid or
sell order with respect to Securities  owned by us with a  broker-dealer  on any
Auction or Remarketing date, or a broker-dealer to which we communicate a bid or
sell  order  fails to  submit  such bid or sell  order to the trust  company  or
remarketing agent concerned, we shall be deemed to have placed a hold order with
respect to such  Securities  as described in the  Prospectus.  We


                                      A-1
<PAGE>

authorize  any  broker-dealer  that  submits a bid or sell order as our agent in
Auctions or Remarketing to execute contracts for the sale of Securities  covered
by such bid or sell order.  We recognize that the payment by such  broker-dealer
for Securities  purchased on our behalf shall not relieve us of any liability to
such broker-dealer for payment for such Securities.

      4. We understand  that in a Remarketing,  the dividend or interest rate or
rates on the  Securities  and the  allocation  of  Securities  tendered for sale
between  dividend or interest  periods of  different  lengths will be based from
time to time on the  determinations  of one or more remarketing  agents,  and we
agree to be conclusively bound by such  determinations.  We further agree to the
payment  of  different  dividend  or  interest  races  to  different  holder  of
Securities depending on the length of the dividend or interest period elected by
such holders. We agree that any notice given by us to a remarketing agent (or to
a broker-dealer for transmission to a remarketing agent) of our desire to tender
Securities  in a Remarketing  shall  constitute  an  irrevocable  (except to the
limited extent set forth in the  Prospectus)  offer by us to sell the Securities
specified in such notice,  or such lesser  number of  Securities  as we shall be
required to sell as a result of such  Remarketing  in accordance  with the terms
set forth in the  Prospectus,  and we authorize the  remarketing  agent to sell,
transfer or otherwise dispose of such Securities as set forth in the Prospectus.

      5. We agree  that,  during  the  applicable  period  as  described  in the
Prospectus, dispositions of Securities can be made only in the denominations set
forth in the Prospectus and we will sell,  transfer or otherwise  dispose of any
Securities  held by us from time to time only  pursuant  to a bid or sell  order
placed in an Auction,  in a Remarketing.  to or through a broker-dealer or, when
permitted in the  Prospectus,  to a person that has signed and  delivered to the
applicable  trust company or a remarketing  agent a letter  substantially in the
form of this letter (or other applicable  purchaser's,  letter) provided that in
the case of all transfers  other than pursuant to Auctions or Remarketings we or
our  broker-dealer  or our agent  member  shall  advise such trust  company or a
remarketing agent of such transfer. We understand that a restrictive legend will
be  placed  on  certificates   representing  the  Securities  and  stop-transfer
instructions  will be issued to the transfer  agent and or registrar  all as set
forth in the Prospectus.

      6. We agree  that,  during  the  applicable  period  as  described  in the
Prospectus,  ownership of Securities  shall be represented by one or more global
certificates  registered in the name of the applicable  securities depository or
its nominee that we will not be entitled to receive any certificate representing
the Securities  and that our ownership of any  Securities  will be maintained in
book  entry  form by the  securities  depository  for the  account  of our agent
member,  which in turn will maintain  records of our  beneficial  ownership.  We
authorize  and  instruct our agent  member to disclose to the  applicable  trust
company  or  remarketing  agent  such  information   concerning  our  beneficial
ownership  of  Securities  as such trust  company  or  remarketing  agent  shall
request.

      7. We  acknowledge  that partial  deliveries  of  Securities  purchased in
Auctions or Remarketings  may be made to us and such deliveries shall constitute
good delivery as set forth in the Prospectus.

      8. This letter is not a commitment by us to purchase any Securities.


                                      A-2
<PAGE>

      9.  This  letter  supersedes  any  prior-dated   version  of  this  master
purchaser's  letter, and supplements any prior or post-dated  purchaser's letter
specific  to  particular  Securities,  and this  letter may only be revoked by a
signed writing delivered to the original recipients hereof.

      10. The  descriptions  of Auction or  Remarketing  procedures set forth in
each applicable  Prospectus are  incorporated by reference herein and in case of
any conflict between this letter,  any purchaser's letter specific to particular
Securities and any such description, such description shall control.

      11. Any  xerographic or other copy of this letter shall be deemed of equal
effect as a signed original.

      12.  Our  agent  member  of The  Depository  Trust  Company  currently  is
____________.

      13. Our personnel  authorized to place orders with  broker-dealers for the
purposes  set forth in the  Prospectus  in  Auctions or  Remarketings  currently
is/are , telephone number ( ) .

      14. Our taxpayer identification number is __________.

      15. In the case of each offer to purchase, purchase, offer to sell or sale
by us of Securities not registered  under the Securities Act of 1933, as amended
(the "Act"), we represent and agree as follows:

            A. We understand and expressly  acknowledge that the Securities have
      not been and will not be registered under the Act and,  accordingly,  that
      the  Securities  may  not  be  reoffered,  resold  or  otherwise  pledged,
      hypothecated  or  transferred  unless  an  applicable  exemption  from the
      registration requirements of the Act is available.

            B. We hereby confirm that any purchase of Securities made by us will
      be for our own  account,  or for the  account of one or more  parties  for
      which  we  are  acting  as  trustee  or  agent  with  complete  investment
      discretion and with authority to bind such parties, and not with a view to
      any public  resale or  distribution  thereof.  We and each other party for
      which we are acting  which will  acquire  Securities  will be  "accredited
      investors"  within the meaning of  Regulation D under the Act with respect
      to the Securities to be purchased by us or such party, as the case may be,
      will have previously  invested in similar types of instruments and will be
      able and  prepared to bear the  economic  risk of investing in and holding
      such Securities.

            C. We  acknowledge  that prior to purchasing any Securities we shall
      have received a Prospectus (or private placement  memorandum) with respect
      thereto and acknowledge that we will have had access to such financial and
      other  information,  and have been  afforded the  opportunity  to ask such
      questions of  representatives  of the Company and receive answers thereto,
      as  we  deem  necessary  in  connection  with  our  decision  to  purchase
      Securities.


                                      A-3
<PAGE>

            D. We recognize that the Company and  broker-dealers  will rely upon
      the truth and accuracy of the  foregoing  investment  representations  and
      agreements,  and we agree that each of our purchases of Securities  now or
      in the future shall be deemed to constitute our  concurrence in all of the
      foregoing  which  shall be  binding  on us and each party for which we are
      acting as set forth in Subparagraph B above.


                                     -------------------------------------------
                                                (Name of Purchaser)


                                    By
                                      ------------------------------------------
                                                  Name:
                                                  Title:


Dated:
      ----------------------
Mailing Address of Purchaser

----------------------------

----------------------------

----------------------------


                                      A-4
<PAGE>

                                                                       EXHIBIT B

SETTLEMENT PROCEDURES

      Capitalized terms used herein shall have the respective meanings specified
in the Articles Supplementary.

      (a) On each Auction  Date,  the Auction Agent shall notify by telephone or
through  the  Auction  Agent's   Processing  System  the   Broker-Dealers   that
participated  in the Auction held on such Auction Date and submitted an Order on
behalf of any Existing Holder or Potential Holder of:

            (i) the  Applicable  Rate  fixed  for the next  succeeding  Dividend
      Period;

            (ii) whether Sufficient  Clearing Bids existed for the determination
      of the Applicable Rate;

            (iii) if such Broker-Dealer (a "Seller's Broker-Dealer") submitted a
      Bid or Sell Order on behalf of an Existing  Holder,  the number of shares,
      if any, of Preferred Shares to be sold by such Existing Holder;

            (iv) if such Broker-Dealer (a "Buyer's  Broker-Dealer")  submitted a
      Bid on behalf of a  Potential  Holder,  the number of shares,  if any,  of
      Preferred Shares to be purchased by such Potential Holder;

            (v) if the  aggregate  number of Preferred  Shares to be sold by all
      Existing  Holder on whose behalf such  Broker-Dealer  submitted a Bid or a
      Sell  Order  exceeds  the  aggregate  number  of  Preferred  Shares  to be
      purchased  by all  potential  Holders on whose  behalf such  Broker-Dealer
      submitted a Bid,  the name or names of one or more  Buyer's  Broker-Dealer
      (and  the  name  of the  Agent  Member,  if  any,  of  each  such  Buyer's
      Broker-Dealer)  acting for one or more purchasers of such excess number of
      Preferred Shares and the number of such shares to he purchased from one or
      more Existing Holders on whose behalf such  Broker-Dealer  acted by one or
      more Potential Holders on whose behalf each of such Buyer's  Broker-Dealer
      acted;

            (vi) if the aggregate  number of Preferred Shares to be purchased by
      all Potential Holders on whose behalf such  Broker-Dealer  submitted a Bid
      exceeds  the  aggregate  number  of  Preferred  Shares  to be  sold by all
      Existing Holders on whose behalf such  Broker-Dealer  submitted a Bid or a
      Sell Order, the name or names of one or more Seller's  Broker-Dealers (and
      the name of the Agent Member, if any, of each such Seller's Broker-Dealer)
      acting for one or more sellers of such excess  number of Preferred  Shares
      and the number of such shares to be sold to one or more Potential  Holders
      on whose behalf such  Broker-Dealer  acted by one or more Existing Holders
      on whose behalf each of such Seller's Broker-Dealer acted; and

            (vii) the Auction Date of the next  succeeding  Auction with respect
      to the Preferred Shares;


                                      B-1
<PAGE>

      (b) On each Auction Date,  each  Broker-Dealer  that submitted an Order on
behalf of any Existing Holder or Potential Holder shall:

            (i) in the case of a Broker-Dealer that is a Buyer's  Broker-Dealer,
      instruct  each  Potential  Holder  on  whose  behalf  such   Broker-Dealer
      submitted a Bid that was  accepted,  in whole or in part, to instruct such
      Potential Holder's Agent Member to pay to such Broker-Dealer (or its Agent
      Member) through the Securities Depository the amount necessary to purchase
      the  number of  Preferred  Shares  to be  purchased  pursuant  to such Bid
      against  receipt of such  shares and advise such  Potential  Holder of the
      Applicable Rate for the next succeeding Dividend Period;

            (ii)  in  the   case  of  a   Broker-Dealer   that  is  a   Seller's
      Broker-Dealer,   instruct  each  Existing  Holder  on  whose  behalf  such
      Broker-Dealer  submitted  a Sell Order that was  accepted,  in whole or in
      part,  or a Bid that was  accepted,  in whole or in part, to instruct such
      Existing  Holder's Agent Member to deliver to such  Broker-Dealer  (or its
      Agent Member)  through the  Securities  Depository the number of Preferred
      Shares to be sold  pursuant to such Order  against  payment  therefor  and
      advise any such  Existing  Holder  that will  continue  to hold  Preferred
      Shares of the Applicable Rate for the next succeeding Dividend Period;

            (iii) advise each Existing Holder on whose behalf such Broker-Dealer
      submitted  a Hold  Order of the  Applicable  Rate for the next  succeeding
      Dividend Period;

            (iv) advise each Existing Holder on whose behalf such  Broker-Dealer
      submitted  an Order of the Auction Date for the next  succeeding  Auction;
      and

            (v) advise each Potential Holder on whose behalf such  Broker-Dealer
      submitted  a Bid that was  accepted,  in whole or in part,  of the Auction
      Date for the next succeeding Auction.

      (c) On the basis of the information  provided to it pursuant to (a) above,
each Broker-Dealer that submitted a Bid or a Sell Order on behalf of a Potential
Holder or an Existing  Holder shall, in such manner and at such time or times as
in its sole  discretion it may  determine,  allocated  any funds  received by it
pursuant to (b)(i)  above and any  Preferred  Shares  received by it pursuant to
(b)(ii)  above  among  the  Potential  Holders,  if any,  on whose  behalf  such
Broker-Dealer submitted Bids, the Existing Holders, if any, on whose behalf such
Broker-Dealer  submitted  Bids  that  were  accepted  or  Sell  Orders,  and any
Broker-Dealer or  Broker-Dealers  identified to it by the Auction Agent pursuant
to (a)(v) or (a)(vi) above.

      (d) On each Auction Date:

            (i) each  Potential  Holder and Existing  Holder shall  instruct its
      Agent Member as provided in (b)(i) or (ii) above, as the case may be.

            (ii) each Seller's Broker-Dealer which is not an Agent Member of the
      Securities  Depository  shall instruct its Agent Member to (A) pay through
      the  Securities  Depository  to the Agent  Member of the  Existing  Holder
      delivering  shares to such  Broker-Dealer  pursuant  to (b)(ii)  above the
      amount  necessary to purchase such shares against  receipt of such shares,
      and (B) deliver such shares through the Securities Depository to a Buyer's
      Broker-Dealer   (or  its  Agent   Member)   identified   to  such  Sellers
      Broker-Dealer pursuant to (a)(v) above against payment therefor; and

            (iii) each Buyers  Broker-Dealer which is not an Agent Member of the
      Securities Depository,  shall instruct its Agent Member to (A) pay through
      the  Securities  Depository  to a  Seller's  Broker-Dealer  (or its  Agent
      Member)  identified  pursuant  to (a)(vi)  above the amount  necessary  to
      purchase  the shares to be  purchased  pursuant  to (b)(i)  above  against
      receipt of such shares, and (B) deliver such shares through the Securities


                                      B-2
<PAGE>

      Depository to the Agent Member of the purchaser  thereof  against  payment
      therefor.

      (e) On the day after the Auction Date:

            (i) each  Bidder's  Agent  Member  referred to in (d)(i) above shall
      instruct the Securities  Depository to execute the transactions  described
      under (b)(i) or (ii) above,  and the Securities  Depository  shall execute
      such transactions:

            (ii) each Seller's  Broker-Dealer or its Agent Member shall instruct
      the Securities Depository to execute the transactions described in (d)(ii)
      above, and the Securities Depository shall execute such transactions; and

            (iii) each Buyer's Broker-Dealer or its Agent Member shall, instruct
      the  Securities  Depository  to  execute  the  transactions  described  in
      (d)(iii)  above,   and  the  Securities   Depository  shall  execute  such
      transactions.

      (f) If an Existing Holder selling  Preferred Shares in an Auction fails to
deliver such shares (by authorized  book-entry),  a Broker-Dealer may deliver to
the  Potential  Holder on behalf of which it submitted a Bid that was accepted a
number of whole  Preferred  Shares  that is less than the number of shares  that
otherwise  was to be  purchased by such  Potential  Holder.  In such event,  the
number of Preferred Shares to be so delivered shall be determined solely by such
Broker-Dealer.  Delivery of such lesser number of shares shall  constitute  good
delivery.  Notwithstanding  the  foregoing  terms  of this  paragraph  (f),  any
delivery or  non-delivery of shares which shall represent any departure from the
results of an Auction, as determined by the Auction Agent, shall be of no effect
unless and until the Auction  Agent shall have been notified of such delivery or
non-delivery  in accordance  with the provisions of the Auction Agent  Agreement
and the Broker-Dealer Agreements.


                                      B-3
<PAGE>

                                                                       EXHIBIT C

                        IBJ SCHRODER BANK & TRUST COMPANY
                                AUCTION BID FORM

Submit To:  IBJ Schroder Bank & Trust Co.         Issue________________________
            Securities Transfer Department        Series_______________________
            One State Street                      Auction Date_________________
            New York, New York 10004

                                                  Telephone (212) 858-2272
Attention:  Auction Window                        Facsimile (212) 797-1148

The  undersigned  Broker-Dealer  submits  the  following  Order on behalf of the
Bidder listed below:

Name of Bidder:_____________________

                                         EXISTING HOLDER

Shares now held                                   HOLD_________________________
                                                  BID at rate of ______________
                                                  SELL ________________________

                                         POTENTIAL HOLDER

                                                  # of shares bid _____________
                                                  BID at rate of ______________

Notes:

(1)   If submitting more than one Bid for one Bidder, use additional Auction Bid
      Forms.

(2)   If one or more Bids  covering  in the  aggregate  more than the  number of
      outstanding  shares held by any Existing  Holder are submitted,  such Bids
      shall be  considered  valid  in the  order of  priority  set  forth in the
      Auction Procedures on the above issue.

(3)   A Hold or Sell may be placed only by an Existing  Holder covering a number
      of shares not greater than the number of shares currently held.

(4)   Potential  Holders may make only Bids,  each of which must specify a rate.
      If more than one Bid is submitted on behalf of any Potential Holder,  each
      Bid submitted shall be a separate Bid with the rate specified.

(5)   Bids may  contain no more than three  figures to the right of the  decimal
      point (.001 of 1%). Fractions will not accepted.

NAME OF BROKER-DEALER  __________________________

Authorized Signature   __________________________


<PAGE>

                                                                       EXHIBIT D

    (To be used only for transfers made other than pursuant to an Auction).

                                  TRANSFER FORM

      Re:   MuniYield Fund, Inc.
            Auction Market Preferred Stock, Series ______ ("AMPS")


      We are (check one):

|_|   the Existing Holder named below;

|_|   the Broker-Dealer for such Existing Holder; or

|_|   the Agent Member for such Existing Holder.

      We hereby notify you that such Existing Holder has transferred

      _____ shares of Series _____ AMPS to ____________________.


                                       ------------------------------------
                                       (Name of Existing Holder)


                                       ------------------------------------
                                       (Name of Broker-Dealer)


                                       ------------------------------------
                                       (Name of Agent Member)


                                    By:
                                       ------------------------------------
                                       Name:
                                       Title:


<PAGE>

                                                                       EXHIBIT E

                    (To be used only for failures to deliver
                       AMPS sold pursuant to an Auction)


                         NOTICE OF A FAILURE TO DELIVER


Complete either I or II


      I.    We  are  a  Broker-Dealer  for  ______________________________  (the
            "Purchaser"), which purchased _____ shares of Series _______ AMPS of
            MuniYield Fund, Inc. in the Auction held on  _______________________
            from the seller of such shares.

      II.   We  are  a  Broker-Dealer   for   ___________________________   (the
            "Seller"),  which sold ____ shares of Series _____ AMPS of MuniYield
            Fund, Inc. in the Auction held on  _____________________________  to
            the Purchaser of such shares.

            We hereby notify you that (check one) --

            ____________  the  Seller  failed  to  deliver  such  shares  to the
            Purchaser

            ____________ the Purchaser failed to make payment to the Seller upon
            delivery of such shares

                                       Name:
                                            -----------------------------------
                                            Name of Broker-Dealer)

                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:



</TEXT>
</DOCUMENT>
