MUNIHOLDINGS FUND INC, DEFR14A, 1999-11-03

MUNIHOLDINGS FUND INC
DEFR14A, 1999-11-03

Previous: MARKEL GAYNER ASSET MANAGEMENT CORP/VA, 13F-HR, 1999-11-03

Next: PAMECO CORP, 10-Q/A, 1999-11-03

As filed with the Securities and Exchange Commisson on November 3, 1999

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934 (AMENDMENT NO. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

MuniHoldings Fund, Inc.
MuniHoldings Fund II, Inc.
MuniHoldings Insured Fund, Inc.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
-----------------------------------------------------------------------------

(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) (4) and 0-11.

(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

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

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11

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

(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:

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

Notes:

---------
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.

<PAGE>

MUNIHOLDINGS FUND, INC.
MUNIHOLDINGS FUND II, INC.
MUNIHOLDINGS INSURED FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011

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

NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS

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

December 15, 1999

TO THE STOCKHOLDERS OF MUNIHOLDINGS FUND, INC., MUNIHOLDINGS FUND II, INC. AND
MUNIHOLDINGS INSURED FUND INC.:

NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Stockholders (each
a "Meeting" and collectively, the "Meetings") of each of the above-listed
investment companies (each a "Fund" and, collectively, the "Funds.") will be
held at the offices of Merrill Lynch Asset Management, L.P., 800 Scudders Mill
Road, Plainsboro, New Jersey, on Wednesday, December 15, 1999 at the time
specified in Exhibit A for the following purposes:

(1) To elect a Board of Directors of each Fund to serve for the ensuing
year;

(2) To consider and act upon a proposal to ratify the selection of
independent auditors of each Fund for its current fiscal year; and

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

The Board of Directors of each Fund has fixed the close of business on
October 20, 1999 as the record date for the determination of stockholders
entitled to notice of and to vote at the Meeting or any adjournment thereof.

A complete list of the stockholders of each Fund entitled to vote at its
Meeting will be available and open to the examination of any stockholder of that
Fund for any purpose germane to the Meeting during ordinary business hours from
and after December 1, 1999, at the office of each Fund, 800 Scudders Mill Road,
Plainsboro, New Jersey. You are cordially invited to attend the Meeting.
Stockholders who do not expect to attend the 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. The enclosed proxy is being solicited on
behalf of the Board of Directors of the respective Fund.

By Order of the Boards of Directors

WILLIAM E. ZITELLI, JR.
Secretary of the Funds

Plainsboro, New Jersey
Dated: November 3, 1999

<PAGE>

COMBINED PROXY STATEMENT

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

MUNIHOLDINGS FUND, INC.
MUNIHOLDINGS FUND II, INC.
MUNIHOLDINGS INSURED, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011

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

1999 ANNUAL MEETING OF STOCKHOLDERS

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

December 15, 1999

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Boards of Directors of the above-listed Funds (each a
"Fund" and, collectively, the "Funds") to be voted at the 1999 Annual Meeting of
Stockholders of each Fund (each a "Meeting" and collectively, the "Meetings"),
to be held at the offices of Merrill Lynch Asset Management, L.P. ("MLAM"), 800
Scudders Mill Road, Plainsboro, New Jersey, on Wednesday, December 15, 1999 at
the time specified in Exhibit A hereto. The approximate mailing date of this
Proxy Statement is November 4, 1999.

All properly executed proxies received prior to the Meeting will be voted
at the 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 of Directors of each Fund to serve
for the ensuing year and for the ratification of the selection of independent
auditors to serve for each Fund's current fiscal year. 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 Directors of each Fund has fixed the close of business on
October 20, 1999 as the record date (the "Record Date") for the determination of
stockholders entitled to notice of and to vote at the Meetings 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 of common stock
("Shares") and shares of auction market preferred stock ("AMPS") indicated in
Exhibit A. To the knowledge of each Fund, as of the Record Date, no person is
the beneficial owner of more than five percent of its outstanding Shares or AMPS
at such date.

The Board of Directors of each Fund knows of no business other than that
mentioned in Items 1 and 2 of the Notice of Meeting that will be presented for
consideration at the Meeting. If any other matter is properly presented, it is
the intention of the persons named in the enclosed proxy to vote in accordance
with their best judgment.

<PAGE>

ITEM 1. ELECTION OF DIRECTORS

At the Meetings, the Board of Directors of each Fund will be elected to
serve until the next Annual Meeting of Stockholders for such Fund and until
their successors are elected and qualified. It is intended that all properly
executed proxies will be voted (unless such authority has been withheld in the
proxy) as follows:

(1) All such proxies of the holders of shares of AMPS, voting
separately as a class, in favor of the two (2) persons designated as
Directors to be elected by holders of AMPS; and

(2) All such proxies of the holders of shares of Common Stock and
AMPS, voting together as a single class, will be voted in favor of the five
(5) persons designated as Directors to be elected by holders of Common
Stock and AMPS.

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

Certain information concerning the nominees, including their designated
classes, is set forth below. Additional information concerning the nominees is
set forth in Exhibit A.

To be Elected by Holders of AMPS, Voting Separately as a Class

Principal Occupations During Past
Name and Address of Nominee Age Five Years and Public Directorships(1)
- --------------------------- --- --------------------------------------
<S> <C> <C>
Charles C. Reilly(1)(2) 68 Self-employed financial consultant since 1990; President and
9 Hampton Harbor Road Chief Investment Officer of Verus Capital, Inc. from 1979
Hampton Bays, New York 11946 to 1990; Senior Vice President of Arnhold and S.
Bleichroeder, Inc. from 1973 to 1990; Adjunct Professor,
Columbia University Graduate School of Business from
1990 to 1991; Adjunct Professor, Wharton School, The
University of Pennsylvania from 1989 to 1990.

Richard R. West(1)(2) 61 Professor of Finance since 1984, and Dean from 1984 to 1993,
Box 604 and currently Dean Emeritus of New York University
Genoa, Nevada 89411 Leonard N. Stern School of Business Administration;
Director of Bowne & Co., Inc., Vornado Realty Trust, Inc.,
Vornado Operating Company and Alexander's Inc

To be Elected by Holders of Common Stock and AMPS, Voting Together as a Single Class

Principal Occupations During Past
Name and Address of Nominee Age Five Years and Public Directorships(1)
- --------------------------- --- --------------------------------------

Ronald W. Forbes(1)(2) 59 Professor of Finance, School of Business, State University of
1400 Washington Avenue New York at Albany, since 1989; Consultant, Urban
Albany, New York 12222 Institute, Washington, D.C. since 1995.
</TABLE>

2
<PAGE>

Principal Occupations During Past
Name and Address of Nominee Age Five Years and Public Directorships(1)
- --------------------------- --- --------------------------------------
<S> <C> <C>
Terry K.Glenn (1)* 59 Exeutive Vice President of Fund Asset Management, L.P. ("FAM") and
P.0. Box 9011 MLAM (which terms as used herein include their corporate
Princeton, New Jersey 08543-9011 predecessors) since 1983; Executive Vice President and Director
of Princeton Services Inc. ("Princeton Services") since 1993;
President of Princeton Funds Distributor, Inc. ("PFD") since
1986 and Director thereof since 1991; President of
Princeton Administrators, L.P. ("Princeton Administrators")
since 1988.

Cynthia A. Montgomery(1)(2) 47 Professor, Harvard Business School since 1989; Associate
Harvard Business School Professor, J.L.Kellogg Graduate School of Management,
Soldiers Field Road Northwestern University from 1985 to 1989; Assistant
Boston, Massachusetts 02163 Professor, Graduate School of Business Administration,
The University of Michigan from 1979 to 1985; Director,
UNUM Corporation since 1990 and Director of Newell Co.
since 1995.

Kevin A. Ryan(1)(2) 67 Founder and Director Emeritus of The Boston University Center
127 Commonwealth Avenue for the Advancement of Ethics and Character and Director thereof
Chestnut Hill, Massachusetts 02167 until 1999; Professor until 1999 and currently Professor Emeritus of
Education at Boston University since 1992; formerly taught on the
faculties of The University of Chicago, Stanford University and Ohio
State University.

Arthur Zeikel(1)* 67 Chairman of FAM and MLAM (which terms as used herein
300 Woodlawn Avenue include their corporate predecessors) from 1997 to 1999
Westfield, New Jersey 07090 and President thereof rom 1977 to 1997; Chairman of
Princeton Services, from 1997 to 1999, Director
thereof from 1993 to 1999 and President thereof from
1993 to 997; Executive Vice President of Merrill Lynch
1& Co., Inc. from 1990 to 1999.
</TABLE>

- -----------
(1) Each of the nominees is a director, trustee or member of an advisory board
of certain other investment companies for which FAM or MLAM acts as
investment adviser. See "Information pertaining to Officers and
Directors" in Exhibit A.

(2) Member of the Audit Committee of each Board.

* Interested person, as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of the Fund.

Committee and Board of Directors' Meetings. The Board of Directors of each
Fund has a standing Audit Committee, which consists of the Directors who are not
"interested persons" of that Fund within the meaning of the Investment Company
Act. The principal purpose of the Audit Committee is to review the scope of the
annual audit conducted by each Fund's independent auditors and the evaluation by
such auditors of the accounting procedures followed by the Fund. The
non-interested Directors have retained independent legal counsel to assist them
in connection with these duties. No Fund's Board of Directors has a nominating
committee.

3
<PAGE>

During each Fund's last fiscal year, each of the Board of Directors then
in office attended at least 75% of the aggregate of the total number of meetings
of the Board of Directors and, if a member, of the total number of meetings of
the Audit Committee held during such period.

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 each 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 ("SEC") and the New York Stock Exchange.
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 except that Robert A. Didella inadvertently failed to make a timely
Form 4 filing disclosing his purchase of shares of MuniHoldings Fund, Inc. and
failed to file a timely Form 5 disclosing his annual total purchases and shares
of MuniHoldings Fund II, Inc. These oversights were corrected by subsequent
filings.

Interested Persons. Each Fund considers Mr. Zeikel and Mr. Glenn to be
"interested persons" of the Fund within the meaning of Section 2(a)(19) of the
Investment Company Act due to the positions each holds or has held with FAM and
its affiliates and/or due to their ownership of securities issued by ML & Co.
Mr. Glenn is the President of each Fund.

Compensation of Directors. FAM, the investment adviser of each Fund, pays
all compensation of all officers and all Directors of the Funds who are
affiliated with ML & Co. or its subsidiaries. Each Fund pays each Director not
affiliated with FAM (each a "non-interested Director") a fee of $1,000 per year
plus $200 per meeting attended, together with such Director's actual
out-of-pocket expenses relating to attendance at meetings. Each Fund also pays
each member of its Audit Committee, which consists of all the non-interested
Directors, an annual fee of 800 per year together with such Director's
out-of-pocket expenses relating to attendance at meetings. The Chairman of the
Audit Committee receives an additional fee of $1,000. Information with respect
to fees and expenses paid to the Directors for each Fund's most recently
completed fiscal year is set forth in Exhibit A.

Officers of the Fund. Information regarding the officers of each Fund is
set forth in Exhibit A. Officers of a Fund are elected and appointed by the
Board of Directors and hold office until they resign, are removed or are
otherwise disqualified to serve.

Stock Ownership. At the Record Date, the Directors and officers of each
Fund as a group (14 persons) owned an aggregate of less than 1% of the Common
Stock of each Fund outstanding at such date and owned none of the AMPS
outstanding at such date. At such date, Mr. Zeikel, a Director of each Fund, and
Mr. Glenn, a Director and Officer 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.

ITEM 2. SELECTION OF INDEPENDENT AUDITORS

The Board of Directors of each Fund, including a majority of the Directors
who are not interested persons of the Fund, have selected independent auditors
to examine the financial statements of the Fund for the current

4
<PAGE>

fiscal year. No Fund knows of any direct or indirect financial interest of such
firm in that Fund. Such appointment is subject to ratification or rejection by
the stockholders of each Fund. Unless a contrary specification is made, the
accompanying proxy will be voted in favor of ratifying the selection of such
auditors.

Ernst & Young, LLP has been selected by each Fund's Board to act as
independent auditors. E&Y also acts as independent auditors for other investment
companies for which FAM acts as investment adviser. The fees received by E&Y
from these other entities are substantially greater, in the aggregate, than the
fees received by it from the Fund. The Board of Directors of each of the Funds
considered the fact that E&Y has been retained as the independent auditors for
such other entities in its evaluation of the independence of E&Y with respect to
the applicable Fund.

Representatives of E&Y are expected to be present at the meeting and will
have the opportunity to make a statement if they so desire and to respond to
questions from stockholders.

ADDITIONAL INFORMATION

The expenses of preparation, printing and mailing of the enclosed forms of
proxy and accompanying Notice and 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 shares of the Funds.

In order to obtain the necessary quorum at each Meeting (i.e., a majority
of the shares of each class of each Fund's securities entitled to vote at each
Meeting, present in person or by proxy), supplementary solicitation may be made
by mail, telephone, telegraph or personal interview by officers of the Fund.

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 Director nominees and "FOR" the ratification of E&Y as
independent auditors.

With respect to Item 1, "Election of Directors," holders of AMPS, voting
separately as a class, are entitled to elect the two Directors designated above
and holders of Common Stock and AMPS, voting together as a single class, are
entitled to elect the remaining Directors. Assuming a quorum is present, (i)
election of the two Directors to be elected by the holders of AMPS, voting
separately as a class, will require a plurality of the votes cast by the holders
of AMPS, represented at each Meeting and entitled to vote: (ii) election of the
remaining Directors will require a plurality of the votes cast by the holders of
Common Stock and the AMPS represented at each Meeting and entitled to vote,
voting together as a single class.

With respect to Item 2. "Ratification of the Selection of Independent
Auditors," assuming a quorum is present, approval will require the affirmative
vote of a majority of the votes cast by the holders of shares of Common Stock
and the AMPS represented present in person or by proxy at each Meeting and
entitled to vote, voting together as a single class.

Broker-dealer firms, including Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S'"), holding shares of each 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 each Item before the
Meeting. The Funds understand that, under the rules of the New York Stock
Exchange, such broker-dealer firms may, without instructions from their
customers and clients, grant authority to the proxies designated to vote on the
election

5
<PAGE>

of Directors (Item 1) and ratification of the selection of independent auditors
(Item 2) if no instructions have been received prior to the date specified in
the broker-dealer firm's request for voting instructions. The Fund will include
shares held of record by broker-dealers as to which such authority has been
granted in its tabulation of the total number of votes present for purposes of
determining whether the necessary quorum of stockholders exists. Proxies that
are returned but that are marked "abstain" or on which a broker-dealer has
declined to vote on any proposal ("broker non-votes") will be counted as present
for the purposes of a quorum. MLPF&S has advised the Fund that it intends to
vote shares held in its name for which no instructions have been received except
as limited by agreement or applicable law, on Items 1 and 2 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 broker non-votes will not be counted as votes cast. Abstentions
and broker non-votes, therefore, will not have an effect on the vote on Item 1
or Item 2.

Address of Investment Adviser

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

Annual Report Delivery

Each Fund will furnish, without charge, a copy of its annual report for
the Fund's last fiscal year and a copy of its most recent Semi-Annual report to
any stockholder upon request. Such requests should be directed to the applicable
Fund, P.O. Box 9011, Princeton, New Jersey 08543-9011, Attention: William E.
Zitelli, Jr., Secretary, or to 1-800-456-4587 ext. 123.

Stockholder Proposals

It is currently intended that the 2000 Annual Meeting of Stockholders of
the Fund will be held in December 2000. If a stockholder intends to present a
proposal at the 2000 Annual Meeting of Stockholders of the Fund and desires to
have the proposal included in the Fund's proxy statement and form of proxy for
that meeting, the stockholder must deliver the proposal to the offices of the
Fund by July 6, 2000.

By Order of the Board of Directors

WILLIAM E. ZITELLI, JR.
Secretary of the Funds

Dated: November 3, 1999

6
<PAGE>

EXHIBIT A

INFORMATION PERTAINING TO EACH FUND

o General Information Pertaining to the Funds

<TABLE>
<CAPTION>
Defined Term Fiscal year State of
Fund Used in Exhibit A End Organization Meeting Time
- ----- ----------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
MuniHoldings Fund, Inc ................. MH Fund 4/30 MD 10.45 a.m.
MuniHoldings Fund II, Inc .............. MH Fund II 7/31 MD 11:00 a.m.
MuniHoldings Insured Fund, Inc. ........ MH Ins. Fund 4/30 MD 11:45 a.m.

Shares Outstanding as of the
Record Date
----------------------------
Fund Shares AMPS
- ----- ------ -----
<S> <C> <C>

MH Fund ........................................................................ 13,777,309 4,400
MH Fund II ..................................................................... 11,073,334 3,480
MH Ins. Fund ................................................................... 12,832,937 5,360

o Information Pertaining to Officers and Directors

Year in Which Each Nominee Became a Member of the Board
---------------------------------------------------------------------
Fund Forbes Glenn Montgomery Reilly Ryan West Zeikel
- ----- ------ ----- ----------- ----- ----- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
MH Fund .............................. 1997 1999 1997 1997 1997 1997 1997
MH Fund II ........................... 1998 1999 1998 1998 1998 1998 1998
MH Ins. Fund ......................... 1997 1999 1997 1997 1997 1997 1997

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

Board of Directors Audit Committee
---------------------------------- ----------------------------------
Aggregate
# Meetings Annual Per Meeting # Meetings Annual Per Meeting Fees and
Fund Held* Fee ($) Fee ($)** Held* Fee ($) Fee ($)** Expenses ($)
- ---- ---------- ------ ----------- ---------- ------ ---------- ------------
<S> <C> <C>
MH Fund ................ 7 1,000 200 4 800 N/A 21,004
MH Fund II ............. 6 1,000 200 4 800 N/A 19,556
MH Ins. Fund ........... 7 1,000 200 4 800 N/A 20,925
</TABLE>
- ------------
* Includes meetings held via teleconferencing equipment.

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

A-1
<PAGE>

Set forth in the table below is information regarding compensation paid by
each Fund to the non-interested Directors for the most recently ended fiscal
year.

Compensation From Fund ($)*
---------------------------------------------------
Fund Forbes Montgomery Reilly Ryan West
- ---- ------ ----------- ------ ---- ----
<S> <C> <C> <C> <C> <C>
MH Fund .............................................. 3,900 3,900 4,900 3,900 3,900
MH Fund II ........................................... 3,600 3,600 4,600 3,600 3,600
MH Ins. Fund ......................................... 4,300 4,300 5,300 4,300 4,300
</TABLE>
- ------------
* No pension or retirement benefits are accrued as part of Fund expenses.

Set forth in the table below is information regarding the aggregate
compensation paid by all registered investment companies advised by FAM and its
affiliate, MLAM ("FAM/MLAM Advised Funds"), to the non-interested Directors for
the year ended December 31, 1998.

Aggregate Compensation From
Fund and Other FAM/MLAM Advised Funds
Name of Director Paid to Directors ($) (1)
- ---------------- -------------------------------------
<S> <C>

Ronald W. Forbes ................................................... 192,567
Cynthia A. Montgomery .............................................. 192,567
Charles C. Reilly .................................................. 362,858
Kevin A. Ryan ...................................................... 192,567
Richard R. West .................................................... 346,125
</TABLE>
- ------------
(1) The Directors serve on the boards of FAM/MLAM Advised Funds as follows: Mr.
Forbes (42 registered investment companies consisting of 55 portfolios); Ms.
Montgomery (42 registered investment companies consisting of 55 portfolios); Mr.
Reilly (60 registered investment companies consisting of 73 portfolios); Mr.
Ryan (42 registered investment companies consisting of 55 portfolios) and Mr.
West (62 registered investment companies consisting of 86 portfolios).

A-2
<PAGE>

Set forth in the table below is information about the officers of each of
the Funds.

<TABLE>
<CAPTION>
Officer Since
----------------------------------------------------
MH
MH MH Ins.
Name and Biography Age Office Fund Fund II Fund
- ------------------ --- ------ ---- ------- ----
<S> <C> <C> <C> <C> <C>
Terry K. Glenn 59 President* 1997 1998 1997
Executive Vice President of MLAM and FAM
since 1983; Executive Vice President and Director
of Princeton Services since 1993; President of
Princeton Funds Distributor ("PFD") since 1986
and Director thereof since 1991; President of
Princeton Administrators, L.P. since 1988.

Vincent R. Giordano 55 Senior 1997 1998 1997
Senior Vice President of FAM and MLAM since Vice
1984; Portfolio Manager of FAM and MLAM President
since 1977; Senior Vice President of Princeton
Services since 1993.

Kenneth A. Jacob 48 Vice 1997 1998 1997
First Vice President of MLAM since 1997; Vice President
President of FAM and MLAM from 1984 to 1997;
Vice President of FAM since 1984.

Donald C. Burke 39 Vice 1997 1998 1997
Senior Vice President, Treasurer and Director President
of Taxation of MLAM; Senior Vice President and Treasurer 1999 1999 1999
Treasurer of Princeton Services; Vice President
of PFD; First Vice President of MLAM from 1997 to
1999; Vice President of MLAM from 1990 to 1997.

John Loffredo, CFA 35 Vice 1997 -- --
Vice President of MLAM since 1991. President

Robert A. DiMella, CFA 33 Vice 1997 1998 1998
Vice President of MLAM since 1997; Assistant President
Portfolio Manager of MLAM from 1993 to 1995;
Assistant Portfolio Manager with Prudential
Investment Advisors from 1991 to 1993.

William R. Bock 63 Vice -- -- 1997
Vice President of MLAM since 1989 President

William E. Zitelli,Jr. 31 Secretary 1999 1999 1999
Attorney associated with MLAM since 1998;
Attorney associated with Pepper Hamilton LLP
from 1997 to 1998; Attorney associated with
Reboul, MacMurray, Hewitt, Maynard and Kristol
from 1994 to 1997.

- ----------------
* Terry K. Glenn served as Executive Vice President until he became President
this year.
</TABLE>

A-3
<PAGE>

MUNIHOLDINGS FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011 COMMON STOCK
PROXY

This proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints Terry K. Glenn and William E.
Zitelli, Jr. 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 shares of Common Stock of MuniHoldings
Fund, Inc. (the "Fund") held of record by the undersigned on October 20,
1999 at the Annual Meeting of Stockholders of the Fund to be held on
December 15, 1999 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 Proposals 1 and 2.

By signing and dating the reverse side of this card, you
authorize the proxies to vote each proposal as marked, or if not marked,
to vote "FOR" each proposal, and to use their discretion to vote for any
other matter as may properly come before the meeting. 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)

<PAGE>

Please mark boxes: [ ] or [ ] in blue or black ink.

<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]

</TABLE>

(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
Terry K. Glenn, Ronald W. Forbes, Cynthia A. Montgomery, Kevin A. Ryan and
Arthur Zeikel.

2. Proposal to ratify the selection of Ernst & Young LLP as the independent
auditors of the Fund to serve for the current fiscal year.
FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. 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,
trustree 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: ___________________________________________, 1999

X
--------------------------------------------------------
Signature
X
--------------------------------------------------------
Signature, if held jointly

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

<PAGE>

MUNIHOLDINGS FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011 AUCTION MARKET
PROXY PREFERRED STOCK

This proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints Terry K. Glenn and William E.
Zitelli, Jr. 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 shares of Auction Market Preferred Stock of
MuniHoldings Fund, Inc. (the "Fund") held of record by the undersigned on
October 20, 1999 at the Annual Meeting of Stockholders of the Fund to be
held on December 15, 1999 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 Proposals 1 and 2.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes: [ ] or [ ] in blue or black ink.

<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]

</TABLE>

2. Proposal to ratify the selection of Ernst & Young LLP as the independent
auditors of the Fund to serve for the current fiscal year.
FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.

Dated: __________________________________________, 1999

X
-------------------------------------------------------
Signature
X
-------------------------------------------------------
Signature, if held jointly

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

<PAGE>

MUNIHOLDINGS FUND II, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011 COMMON STOCK
PROXY

This proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints Terry K. Glenn and William E.
Zitelli, Jr. 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 shares of Common Stock of MuniHoldings Fund
II, Inc. (the "Fund") held of record by the undersigned on October 20,
1999 at the Annual Meeting of Stockholders of the Fund to be held on
December 15, 1999 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 Proposals 1 and 2.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes: [ ] or [ ] in blue or black ink.

<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]

</TABLE>

2. Proposal to ratify the selection of Ernst & Young LLP as the independent
auditors of the Fund to serve for the current fiscal year.
FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.

Dated: ___________________________________________, 1999

X
--------------------------------------------------------
Signature
X
--------------------------------------------------------
Signature, if held jointly

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

<PAGE>

MUNIHOLDINGS FUND II, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011 AUCTION MARKET
PROXY PREFERRED STOCK

This proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints Terry K. Glenn and William E.
Zitelli, Jr. 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 shares of Auction Market Preferred Stock of
MuniHoldings Fund II, Inc. (the "Fund") held of record by the undersigned
on October 20, 1999 at the Annual Meeting of Stockholders of the Fund to
be held on December 15, 1999 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 Proposals 1 and 2.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes: [ ] or [ ] in blue or black ink.

<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]

</TABLE>

2. Proposal to ratify the selection of Ernst & Young LLP as the independent
auditors of the Fund to serve for the current fiscal year.
FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.

Dated: ___________________________________________, 1999

X
--------------------------------------------------------
Signature
X
--------------------------------------------------------
Signature, if held jointly

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

<PAGE>

MUNIHOLDINGS INSURED FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011 COMMON STOCK
PROXY

This proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints Terry K. Glenn and William E.
Zitelli, Jr. 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 shares of Common Stock of MuniHoldings
Insured Fund, Inc. (the "Fund") held of record by the undersigned on
October 20, 1999 at the Annual Meeting of Stockholders of the Fund to be
held on December 15, 1999 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 Proposals 1 and 2.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes: [ ] or [ ] in blue or black ink.

<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]

</TABLE>

2. Proposal to ratify the selection of Ernst & Young LLP as the independent
auditors of the Fund to serve for the current fiscal year.
FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.

Dated: ___________________________________________, 1999

X
--------------------------------------------------------
Signature
X
--------------------------------------------------------
Signature, if held jointly

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

<PAGE>

MUNIHOLDINGS INSURED FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011 AUCTION MARKET
PROXY PREFERRED STOCK

This proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints Terry K. Glenn and William E.
Zitelli, Jr. 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 shares of Auction Market Preferred Stock of
MuniHoldings Insured Fund, Inc. (the "Fund") held of record by the
undersigned on October 20, 1999 at the Annual Meeting of Stockholders of
the Fund to be held on December 15, 1999 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 Proposals 1 and 2.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes: [ ] or [ ] in blue or black ink.

<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]
</TABLE>

2. Proposal to ratify the selection of Ernst & Young LLP as the independent
auditors of the Fund to serve for the current fiscal year.
FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.

Dated: ___________________________________________, 1999

X
--------------------------------------------------------
Signature
X
--------------------------------------------------------
Signature, if held jointly

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