<DOCUMENT>
<TYPE>EX-13.E
<SEQUENCE>15
<FILENAME>file014.txt
<DESCRIPTION>FORM OF LETTER OF REPRESENTATION
<TEXT>

                                                                   Exhibit 13(e)

                            LETTER OF REPRESENTATION

                              MUNIYIELD FUND, INC.

                                       and

                        IBJ SCHRODER BANK & TRUST COMPANY

                                                               December 23, 1991

The Depository Trust Company
55 Water Street
New York, New York 10041

Attention: General Counsel's Office

    Re: MuniYield Fund, Inc. Issuance
        of Auction Market Preferred Stock ["AMPS"](R)

Ladies and Gentlemen:

      The purpose of this letter is to set forth certain matters relating to the
issuance and sales by MuniYield Fund, Inc., a Maryland corporation (the
"Issuer"), of 900 shares of Auction Market Preferred Stock, Series A (the
"Series A AMPS"), 900 shares of Auction Market Preferred Stock, Series B (the
"Series B AMPS"), 900 shares of Auction Market Preferred Stock, Series C (the
"Series C AMPS"), 900 shares of Auction Market Preferred Stock, Series D (the
"Series D AMPS"), 1,400 shares of Auction Market Preferred Stock, Series E (the
"Series E AMPS"). The Series A AMPS, Series B AMPS, Series C AMPS, Series D AMPS
and Series E AMPS are sometimes herein together called the "AMPS". A description
of the AMPS and the related offering are contained in a Prospectus, dated
December 18, 1991 (the "Prospectus"), a copy of which is attached hereto as
Exhibit A. IBJ Schroder Bank & Trust Company in its capacity as Auction Agent
(as defined in the Prospectus), will act as the transfer agent, registrar,
dividend disbursing agent and redemption agent with respect to the shares of
AMPS. The shares of AMPS are being distributed through The Depository Trust
Company ("DTC") by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated (the "Underwriters").

      To induce DTC to accept the shares of AMPS as eligible for deposit at DTC
and to act in accordance with its rules (the "DTC Rules") with respect to the
shares of AMPS, the Issuer and the Auction Agent make the following
representations to DTC:

----------
(R) Registered Trademark of Merrill Lynch & Co., Inc.
<PAGE>

1.    Subsequent to the issuance of the shares of AMPS on December 23, 1991 the
      Issuer shall cause the Underwriter to deposit with DTC one share
      certificate representing each series of AMPS, registered in the name of
      DTC's nominee, CEDE & CO., which will respectively represent the total
      number of shares of AMPS of such series, and said certificates shall
      remain in DTC's custody.

2.    The Prospectus describes provisions for the solicitation of consents from,
      and voting by, holders of the shares of AMPS under certain circumstances.
      The Issuer shall establish a record date or record dates for such purposes
      and give DTC notice of such record date or dates not less than 15 calendar
      days in advance of such record date or dates to the extent practicable.

3.    In the event of a full or partial redemption of outstanding shares of AMPS
      the Issuer or the Auction Agent shall give DTC notice of such event not
      less than 10 days nor more than 30 days prior to the redemption date.

4.    In the event of a partial redemption of shares of any series of AMPS
      outstanding, the Issuer or the Auction Agent shall send DTC a notice
      specifying: the number of shares of AMPS of such series to be redeemed and
      the date such notice is to be mailed to shareholders of the Issuer or
      published by the Issuer ("Publication Date"). Such notice shall be sent to
      DTC by a secure means (e.g., legible facsimile transmission, registered or
      certified mail, overnight express delivery or hand delivery) in a timely
      manner designed to assure that such notice is in DTC's possession no later
      than the close of business on the Business Day (as defined in the
      Prospectus) before the Publication Date. (The Issuer or the Auction Agent
      sending such notice shall have a method to verify subsequently the use of
      such means and timeliness of the notice.) In the event of a partial
      redemption, the Publication Date shall not be less than 10 days nor more
      than 30 days prior to the redemption date.

5.    The Prospectus indicates that the dividend rate for the shares of AMPS of
      each series may vary from time to time. Absent other existing arrangements
      with DTC, the Issuer or the Auction Agent shall give DTC notice of each
      such change in the dividend rate on the same day the new rate is
      determined by telephone to the Supervisor of the Dividend Announcement
      Section at (212) 709-1270 and such notice shall be followed by prompt
      written confirmation sent by a secure means as described in paragraph 4
      above to:

            Manager, Announcements, Dividend Department
            The Depository Trust Company
            7 Hanover Square, 22nd Floor
            New York, New York 10004

6.    The Prospectus indicates that each purchaser of shares of AMPS of any
      series will be required to sign a Purchaser's Letter (as defined in the
      Prospectus) that contains provisions restricting transfer of the shares of
      AMPS purchased. The Issuer and the Auction Agent acknowledge that as long
      as CEDE & CO. is the


                                       2
<PAGE>

      sole record owner of the shares of AMPS, CEDE & CO. shall be entitled to
      all voting rights applicable to the shares of AMPS and to receive the full
      amount of all dividends, Additional Dividends, liquidation proceeds and
      redemption proceeds payable with respect to the shares of AMPS. The Issuer
      and the Auction Agent acknowledge that DTC shall treat any DTC Participant
      (defined in the DTC Rules to mean, generally, securities brokers and
      dealers, banks, trust companies, clearing corporations and certain other
      organizations for whom DTC, directly or indirectly, holds securities)
      having shares of AMPS credited to its DTC account as entitled to the full
      benefits of ownership of such shares even if the credits of shares of AMPS
      to the DTC account of such DTC Participant result from transfers or
      failures to transfer in violation of the provisions of the Purchaser's
      Letter. Without limiting the generality of the preceding sentence, the
      Issuer and the Auction Agent acknowledge that DTC shall treat any DTC
      Participant having shares of AMPS credited to its account as entitled to
      receive dividends, distributions and voting rights, if any, in respect of
      such shares and, subject to Section 13 hereof, to receive certificates
      evidencing such shares of AMPS if such certificates are to be issued in
      accordance with the Issuer's Charter (as defined in the Prospectus). (The
      treatment by DTC of the effects of the crediting by it of shares of AMPS
      to the accounts of DTC Participants described in the preceding two
      sentences shall not affect the rights of the Issuer, participants in
      Auctions (as defined in the Prospectus) relating to the shares of AMPS,
      purchasers, sellers or holders of shares of AMPS against any DTC
      Participant.) DTC shall have no responsibility to ascertain that any
      transfer of shares of AMPS is made in accordance with the provisions of
      the Purchaser's Letter. Notwithstanding anything to the contrary, the
      parties acknowledge and agree that the Issuer and the Auction Agent shall
      have no responsibility or liability whatsoever for DTC's actions or
      omissions to act in respect of the shares of AMPS.

7.    The Prospectus indicates that in the event the Issuer retroactively
      allocates any net capital gains or other taxable income to shares of any
      series of AMPS without having given advance notice thereof to the Auction
      Agent as described in the Prospectus solely by reason of the fact that
      such allocation is made as a result of the redemption of all or a portion
      of the outstanding shares of AMPS or the liquidation of the Issuer (the
      amount of such allocation referred to herein as a "Retroactive Taxable
      Allocation"), the Issuer will, within 90 days (and generally within 60
      days) after the end of the Issuer's fiscal year for which a Retroactive
      Taxable Allocation is made, provide notice thereof to the Auction Agent
      and to each holder of shares of such series (initially Cede & Co. as
      nominee of DTC) during such fiscal year at such holder's address as the
      same appears or last appeared on the stock books of the Issuer. The Issuer
      will, within 30 days after such notice is given to the Auction Agent, pay
      to the Auction Agent (who will then distribute to such holders of such
      shares of AMPS), out of funds legally available therefor, an amount equal
      to the aggregate Additional Dividend (as defined in the Prospectus) with
      respect to all Retroactive Taxable Allocations made to such holders during
      the fiscal year in question.


                                       3
<PAGE>

8.    The Issuer will notify DTC, at least 10 business days prior to the payment
      date for any Additional Dividends, of (i) the record date for holders of
      shares of each series of AMPS entitled to receive Additional Dividends,
      (ii) the amount of Additional Dividends payable on a per share basis to
      such holders and (iii) the CUSIP number set forth on the share certificate
      representing such shares of AMPS.

9.    The Prospectus indicates that in the event a Response (as defined in the
      Prospectus) indicates that it is advisable that the Issuer give a Notice
      of Special Dividend Period (as defined in the Prospectus) for the AMPS,
      the Issuer may by no later than the second day prior to such Auction Date
      give a Notice of Special Dividend (as defined in the Prospectus) to the
      Auction Agent, DTC and each Broker-Dealer, which notice will specify (i)
      the duration of the Special Dividend Period, (ii) the Optional Redemption
      Price as specified in the Related Response and (iii) the Specific
      Redemption Provisions, if any, as specified in the related response. The
      Issuer is required to give telephonic and written notice (a "Notice of
      Revocation") to the Auction Agent, each Broker-Dealer, and DTC on or prior
      to the Business Day prior to the relevant Auction Date under the
      circumstances specified in the Prospectus.

10.   All notices and payment advices sent to DTC shall contain the CUSIP number
      set forth on the share certificate representing the applicable series of
      AMPS.

11.   Notices to DTC by facsimile transmission shall be sent to (212) 709-1093
      or (212) 709-1094. Except as provided in paragraph 5 hereof, notices to
      DTC by any other means shall be sent to:

             Manager, Reorganization Department
             Reorganization Window
             The Depository Trust Company
             7 Hanover Square, 23rd Floor
             New York, New York 10004

12.   Dividend payments shall be received by CEDE & CO., as nominee of DTC, or
      its registered assigns in same-day funds on each payment date or the
      equivalent as agreed between the Issuer or the Auction Agent and DTC
      ("Fed-Funds"). Such payment shall be made payable to the order of "CEDE &
      CO." Absent any other agreement between the Issuer or the Auction Agent
      and DTC such payments shall be addressed as follows:

             Manager, Cash Receipts, Dividends
             The Depository Trust Company
             7 Hanover Square, 24th Floor
             New York, New York 10004


                                       4
<PAGE>

13.   Redemption payments shall be made in Fed-Funds in the manner set forth in
      the SDFS Paying Agent Operating Procedures, a copy of which is attached
      hereto as Exhibit B.

14.   DTC may direct the Issuer or the Auction Agent to use any other telephone
      number for facsimile transmission, address, or department of DTC as the
      number, address or department to which payments of dividends, redemption
      proceeds or notices may be sent.

15.   In the event of a redemption necessitating a reduction in the number of
      shares of AMPS of any series outstanding, the Issuer will cause to be
      executed and delivered a new share certificate representing the remaining
      outstanding shares of AMPS of such series. Under such circumstances, DTC
      agrees to submit the original certificate to the Auction Agent for
      cancellation.

16.   In the event the Issuer determines that beneficial owners of the shares of
      AMPS of any series (generally, the Existing Holders as defined in the
      Issuer's Charter) shall be able to obtain certificates representing such
      shares of AMPS (as provided for in the Issuer's Charter), the Issuer or
      the Auction Agent shall notify DTC of the availability of share
      certificates representing such shares of AMPS, as the case may be, and
      shall issue, transfer and exchange such certificates as required by DTC
      and others in appropriate amounts.

17.   DTC may determine to discontinue providing its services as securities
      depository with respect to the shares of AMPS at any time by giving
      reasonable notice to the Issuer or the Auction Agent (at which time DTC
      will confirm with the Auction Agent the aggregate amount of the respective
      shares of AMPS outstanding). Under such circumstances the Issuer or the
      Auction Agent will cooperate with DTC in taking appropriate action to
      provide for a substitute or successor securities depository or to make
      available one or more separate certificates evidencing the shares of AMPS,
      to any DTC Participant having such shares credited to its DTC account.

18.   The Issuer hereby authorizes DTC to provide to the Auction Agent position
      listings of its DTC Participants with respect to the shares of AMPS from
      time to time at the request of the Auction Agent, and also authorizes DTC,
      in the event of a partial redemption of shares of AMPS, to provide, and
      DTC hereby agrees to provide, upon receipt of its customary fee, the
      Auction Agent, upon request, with the names of those DTC Participants
      whose positions in such shares of AMPS have been selected for redemption
      by DTC. DTC agrees to use its best efforts to notify the Auction Agent of
      those DTC Participants whose positions in the shares of AMPS have been
      selected for redemption by DTC. The Issuer authorizes the Auction Agent to
      provide DTC with such signatures, exemplars of signatures and
      authorizations to act as may be deemed necessary by DTC to permit DTC to
      discharge its obligations to its DTC Participants and appropriate
      regulatory authorities.


                                       5
<PAGE>

      This authorization, unless revoked by the Issuer, shall continue with
      respect to the shares of AMPS while any such shares are on deposit at DTC,
      until and unless the Auction Agent shall no longer be acting. In such
      event, the Issuer shall provide DTC with similar evidence of the
      authorization of any successor thereto so to act.

19.   Requests for securities position listings shall be transmitted as follows:
      Facsimile transmissions of such requests shall be sent to DTC's
      Reorganization Department at (212) 709-6896 or (212) 709-6897, and receipt
      of such notices shall be confirmed by telephoning (212) 709-6870.

      Delivery of such requests by mail or other memo shall be sent to the
      following address:

             Supervisor - Proxy Reorganization Department
             The Depository Trust Company
             7 Hanover Square - 23rd Floor
             New York, New York 10004-2695

20.   Nothing herein shall be deemed to require the Auction Agent to advance
      funds on behalf of the Issuer.

                                        Very truly yours,

                                        MUNIYIELD FUND, INC.
                                           as Issuer

                                        By:_________________________________
                                           Title: Vice President

                                        IBJ SCHRODER BANK & TRUST COMPANY
                                           as Auction Agent

                                        By:_________________________________
                                           Title: Assistant Vice President

Received and Accepted:

THE DEPOSITORY TRUST COMPANY

By:__________________________________
   Title: Assistant Vice President

cc: Merrill Lynch & Co.
    Merrill Lynch, Pierce, Fenner & Smith
                Incorporated


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