MUNIYIELD FLORIDA INSURED FUND /NJ/, PREM14A, 1999-03-03

MUNIYIELD FLORIDA INSURED FUND /NJ/
PREM14A, 1999-03-03

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 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:
|X| Preliminary proxy statement
|_| Confidential, For Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

MUNIVEST FLORIDA FUND
MUNIVEST MICHIGAN INSURED FUND, INC.
MUNIVEST NEW JERSEY FUND, INC.
MUNIYIELD FLORIDA INSURED FUND
MUNI YIELD PENNSYLVANIA FUND
MUNIYIELD NEW JERSEY INSURED FUND, INC.
MUNIYIELD MICHIGAN INSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
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(Name of Registrant as Specified in Its Charter)
Same as above
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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

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

- ------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

- ------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

- ------------------------------------------------------------------------------
(5) Total fee paid:
- ------------------------------------------------------------------------------
|_| Fee paid previously with preliminary materials.

- ------------------------------------------------------------------------------
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registrations
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:
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PRELIMINARY COPY

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NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS

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

APRIL 21, 1999

TO THE STOCKHOLDERS:

Notice is hereby given that the 1999 Annual Meeting of Stockholders (the
"Meeting") 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, April 21, 1999 at the time specified in Exhibit A hereto for the
following purposes:

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

(2) (a) To consider and act upon a proposal to ratify the selection
of Deloitte & Touche LLP to serve as independent auditors of each Fund
(other than MuniVest New Jersey Fund, Inc. and MuniYield Michigan Insured
Fund, Inc.) for its current fiscal year;

(b) To consider and act upon a proposal to ratify the selection
of Ernst & Young LLP to serve as independent auditors for each of
MuniVest New Jersey Fund, Inc. and MuniYield Michigan Insured Fund,
Inc. for its current fiscal year;

(3) To consider and act upon a proposal to approve an amendment to
the Articles Supplementary (for Maryland corporations) or Certificate of
Designation (for Massachusetts business trusts) of each Fund; and

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

The Board of each Fund has fixed the close of business on February 24,
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 the
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 April 7, 1999, at the offices of the Fund, 800 Scudders
Mill Road, Plainsboro, New Jersey 08536. 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 the respective Fund.

By Order of the Boards

PATRICK D. SWEENEY
SECRETARY OF THE FUNDS
Plainsboro, New Jersey
Dated: , 1999

<PAGE>

PRELIMINARY COPY

COMBINED PROXY STATEMENT

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P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

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

1999 ANNUAL MEETING OF STOCKHOLDERS

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

APRIL 21, 1999

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Boards of Directors or Trustees (hereinafter the
"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
(the "Meeting"), to be held at the offices of Merrill Lynch Asset Management,
L.P. ("MLAM"), 800 Scudders Mill Road, Plainsboro, New Jersey, on Wednesday,
April 21, 1999 at the time specified in Exhibit A hereto. The approximate
mailing date of this Proxy Statement is March , 1999.

Each Fund is organized either as a Maryland corporation or a
Massachusetts business trust. In each jurisdiction, nomenclature varies. For
ease and clarity of presentation, throughout the proxy statement shares of
common stock or beneficial interest of a Fund are referred to as "Shares," the
outstanding Shares and auction market preferred stock ("AMPS") of a Fund are
referred to collectively as the "Capital Stock," holders of Shares or AMPS are
referred to as "stockholders," the Board of Directors or Trustees of each of
the Funds is referred to as the "Board," the directors or trustees of each
Fund are referred to as "Board members," the investment adviser of each Fund
is referred to as the "Investment Adviser" or "FAM" and each Fund's Articles
of Incorporation or Declaration of Trust is referred to as its "charter."
Unless otherwise indicated, MLAM and Fund Asset Management L.P. ("FAM") are
together referred to as "MLAM."

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 members, FOR the ratification of
the selection of independent auditors to serve for that Fund's current fiscal
year and FOR the amendment to the Articles Supplementary or Certificate of
Designation of the applicable Fund. Any proxy may be revoked at any time prior
to the exercise thereof by giving written notice to the Secretary of the
applicable Fund at that Fund's address indicated above or by voting in person
at the Meeting.

The Board of each Fund has fixed the close of business on February 24,
1999 as the record date (the "Record Date") for the determination of
stockholders entitled to notice of and to vote at the Meeting and at any
adjournment thereof. Stockholders on the Record Date will be entitled to one
vote for each share held, with no shares having cumulative voting rights. As
of the Record Date, each Fund had outstanding the number of Shares and the
number of shares of 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 each Fund knows of no business other than that mentioned in
Items 1, 2 and 3 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.

ITEM 1. ELECTION OF BOARD MEMBERS

At the Meetings, the Board members 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 proxies of the holders of AMPS, voting separately as a
class, in favor of the two (2) persons designated in Exhibit A as Board
members to be elected by holders of AMPS; and

(2) All proxies of the holders of Shares and AMPS, voting together
as a single class, in favor of the five (5) persons designated in Exhibit
A as Board members to be elected by holders of shares and AMPS.

The Board 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
for such Fund may recommend.

Certain information concerning the nominees is set forth below.
Additional information concerning the nominees and other information relevant
to the election of Board members is set forth in Exhibit A.

PRINCIPAL OCCUPATIONS
DURING PAST FIVE YEARS
NAME AND ADDRESS OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1)
--------------------------- --- ---------------------------

<S> <C> <C>
Donald Cecil(1)(2)(3).......................... 72 Special Limited Partner of Cumberland Associates
Cumberland Associates (an investment partnership) since 1982; Member
1114 Avenue of the Americas of Institute of Chartered Financial Analysts;
New York, New York 10036 Member and Chairman of Westchester County
(N.Y.) Board of Transportation.

M. Colyer Crum(l)(2)(3)........................ 66 President and Director of M. Colyer Crum &
104 Westcliff Road Associates, Inc.; Currently James R. Williston
Weston, Massachusetts 02493 Professor of Investment Management Emeritus,
Harvard Business School; James R. Williston,
Professor of Investment Management, Harvard
Business School, from 1971 to 1996; Director
of Cambridge Bancorp and Sun Life Assurance
Company of Canada.

Edward H. Meyer(l)(2)(3)....................... 72 President of Grey Advertising, Inc. since 1968,
Grey Advertising, Inc. Chief Executive Officer since 1970 and
777 Third Avenue Chairman of the Board of Directors since 1972;
New York, New York 10017 Director of The May Department Stores Company,
Bowne & Co., Inc. (financial printers), Ethan
Allen Interiors, Inc. and Harman International
Industries, Inc.

Jack B. Sunderland(l)(2)(3).................... 70 President and Director of American Independent Oil
P. O. Box 7 Company, Inc. (an energy company) since 1987;
West Cornwall, Connecticut 06796 Member of Council on Foreign Relations since
1971.

J. Thomas Touchton(l)(2)(3).................... 60 Managing Partner of The Witt-Touchton Company and
The Witt-Touchton Company its predecessor, The Witt Co. (a private
Suite 3405 investment partnership) since 1972; Trustee
One Tampa City Center Emeritus of Washington and Lee University;
201 North Franklin Street Director of TECO Energy, Inc. (an electric
Tampa, Florida 33602 utility holding company).

Fred G. Weiss(l)(2)(3)......................... 57 Managing Director of FGW Associates since 1997;
16450 Maddalena Place Vice President, Planning, Investment and
Delray Beach, Florida 33446 Development of Warner Lambert Co. from 1979 to
1997.

Arthur Zeikel(1)(3)*........................... 66 Chairman of FAM and of MLAM (which terms as used
P.O. Box 9011 herein include their corporate
predecessors) Princeton, New Jersey 08543-9011
since 1997; President of FAM and MLAM from
1977 to 1997; Chairman of Princeton Services,
Inc. ("Princeton Services") since 1997,
Director thereof since 1993 and President
thereof from 1993 to 1997; Executive Vice
President of Merrill Lynch & Co., Inc. ("ML &
Co.") since 1990.

- ---------------------------------------
(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 "Compensation of Board Members" in Exhibit A.
(2) Member of the Audit Committee of each Board.
(3) Please see Exhibit A for information with respect to each Fund indicating the names of the nominees to be
elected by holders of AMPS, voting separately as a class and the names of the nominees to be elected by holders
of Shares and AMPS, voting together as a single class.
* Interested person, as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act"),
of each of the Funds.

</TABLE>

COMMITTEE AND BOARD MEETINGS. The Board of each Fund has a standing Audit
Committee, which consists of Board members who are not "interested persons" of
the 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 the Fund's independent auditors and the evaluation by such
auditors of the accounting procedures followed by the Fund. The non-interested
Board members have retained independent legal counsel to assist them in
connection with these duties. No Fund's Board has a nominating committee.

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

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934.
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the officers and directors of each Fund and persons
who own more than ten percent of a registered class of the 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 because of 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 Michael J. Hennewinkel
inadvertently made a late Form 3 filing reporting his election as a Senior
Vice President of FAM, which report indicated that owned no shares of any of
the Funds.

INTERESTED PERSONS. Each Fund considers Mr. Zeikel to be an "interested
person" of the Fund within the meaning of Section 2(a)(19) of the Investment
Company Act because of the positions he holds with FAM and its affiliates. Mr.
Zeikel is the President of each Fund and the Chairman of FAM and MLAM.

COMPENSATION OF BOARD MEMBERS. FAM, the investment adviser of each Fund,
pays all compensation to all officers of the Fund and all Board members of the
Fund who are affiliated with ML & Co. or its subsidiaries. Each Fund pays each
Board member not affiliated with FAM (each a "non-affiliated Board member") an
annual fee plus a fee for each meeting attended, and each Fund also pays each
member of its Audit Committee, which consists of all of the non-affiliated
Board members, an annual fee plus a fee for each meeting attended, together
with such non-affiliated Board member's out-of-pocket expenses relating to
attendance at such meetings. Information with respect to fees and expenses
paid to the non-affiliated Directors for each Fund's most recently completed
fiscal year is set forth in Exhibit A.

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

STOCK OWNERSHIP. At the Record Date, the Board members and officers of
each Fund as a group owned an aggregate of less than 1% of the Shares of the
Fund outstanding at such date and owned none of the AMPS outstanding at such
date. At such date, Mr. Zeikel, an officer and a Board member of each Fund,
and the other officers of each Fund owned an aggregate of less than 1% of the
outstanding shares of common stock of ML & Co.

ITEM 2. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Board of each Fund (other than MuniVest New Jersey Fund, Inc. and
MuniYield Michigan Insured Fund, Inc.), including a majority of the Board
members who are not interested persons of the Fund, has selected the firm of
Deloitte & Touche LLP ("D&T"), independent auditors, to examine the financial
statements of the Fund for the current fiscal year. No Fund knows of any direct
or indirect financial interest of such auditors in the Fund. The Boards of
MuniVest New Jersey Fund, Inc. and MuniYield Michigan Insured Fund, Inc.,
including a majority of the Board members who are not interested persons of
MuniVest New Jersey Fund, Inc. or MuniYield Michigan Insured Fund, Inc., have
selected Ernst & Young LLP ("E&Y"), independent auditors, to examine the
financial statements of MuniVest New Jersey Fund, Inc. and MuniYield Michigan
Insured Fund, Inc. for the current fiscal year. 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.

D&T acts as independent auditor for each of the Funds, except MuniVest New
Jersey Fund, Inc. and MuniYield Michigan Insured Fund, Inc., for which E&Y acts
as independent auditor. D&T also acts as independent auditors for ML & Co. and
all of its subsidiaries and for most other investment companies advised by FAM
or MLAM. E&Y also acts as independent auditors for other investment companies
advised by FAM or MLAM. The fees received by the independent auditors from
these other entities are substantially greater, in the aggregate, than the
total fees received by the independent auditors from each applicable Fund. The
Board of each Fund considered the fact that (i) D&T has been retained as the
independent auditors for ML & Co. and he other entities described above and
(ii) E&Y has been retained as the independent auditors for other investment
companies advised by FAM or MLAM in its evaluation of the independence of the
independent auditors with respect to the Fund.

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

ITEM 3. PROPOSED AMENDMENT TO ARTICLES SUPPLEMENTARY
OR CERTIFICATE OF DESIGNATION

At meetings held February 3, 1999, the Board of each of the Funds
approved amendments to Section 5(c) of the Articles Supplementary or
Certificate of Designation, as applicable, of that Fund. The proposed
amendment of Section 5(c) will affect issued and outstanding AMPS. The
proposed amendment is described below and a form of amended Section 5(c) is
attached to this Proxy Statement as Exhibit B-1 for the Maryland corporations
and as Exhibit B-2 for the Massachusetts business trusts. Information about
each Fund's jurisdiction of organization and its Articles Supplementary or
Certificate of Designation is included in Exhibit A. The Board of each Fund
has declared the amendment advisable and has directed that the proposed
amendments be submitted to the stockholders of each of the Funds for approval
at the Meeting. The Board recommends that the stockholders of each Fund
approve the proposed amendments to that Fund's Articles Supplementary or
Certificate of Designation.

Currently, the Articles Supplementary or Certificate of Designation of
each Fund require the approval of a majority of a Fund's outstanding AMPS in
order to issue any additional shares of AMPS or any other preferred stock. The
proposed amendment would delete this requirement and permit each Fund, upon
Board approval, to issue additional shares of preferred stock, including AMPS,
without obtaining stockholder approval.

The proposed amendment provides the Board and each Fund with greater
flexibility. The proposed amendment permits the Board members to issue
additional AMPS in order to maintain each Fund's targeted level of financial
leverage without the time delays and costs involved with seeking stockholder
approval each time a Fund wishes to issue additional AMPS.

The issuance of additional AMPS may provide holders of Shares with a
potentially higher yield. The use of leverage, however, involves certain risks
for holders of Shares, including higher volatility of both the net asset value
and the market value of the Shares. Leverage also creates the risk that the
investment return on the Fund's Shares will be reduced to the extent the
dividends paid on preferred stock and other expenses of the preferred stock
exceed the income earned by the Fund on its investments. If the Fund is
liquidated, preferred stockholders will be entitled to receive liquidating
distributions before any distribution is made to holders of Shares.

The fee paid to the Investment Adviser for investment advisory and
management services is based on the Fund's average weekly net assets,
including assets acquired from the sale of preferred stock. Therefore, the fee
paid to the Investment Adviser will increase as a result of any issuance of
additional AMPS or other preferred stock.

Any issuance of additional shares of preferred stock by a Fund must be in
compliance with the 200% asset coverage requirement of Section 18 of the
Investment Company Act. Also, the Funds currently anticipate that any
additional shares of preferred stock to be issued would also be AMPS and that
any such AMPS would be rated by nationally recognized statistical rating
organizations ("NRSROs") as are all currently outstanding AMPS. These NRSROs
in rating the additional AMPS will impose their own asset coverage
requirements on the additional AMPS.

If additional AMPS or other shares of preferred stock are issued by a
Fund, except as indicated below and as otherwise required by applicable law,
holders of shares of any newly issued AMPS or other preferred stock will have
equal voting rights with outstanding Shares and AMPS (one vote per share) and
will vote together with holders of outstanding Shares and AMPS as a single
class.

In connection with the election of a Fund's Board members, holders of
shares of any newly issued AMPS or other preferred stock and the outstanding
AMPS, voting together as a separate class, will be entitled to elect two of
the Fund's Board members, and the remaining Board members will be elected by
all holders of Capital Stock. If at any time dividends on shares of the Fund's
preferred stock shall be unpaid in an amount equal to two full years'
dividends thereon, the holders of any newly issued AMPS or other preferred
stock and the outstanding AMPS, voting together as a separate class, will be
entitled to elect a majority of the Fund's Board members until all dividends
in default have been paid or declared and set apart for payment. Also, the
affirmative vote of the holders of any newly issued AMPS or other preferred
stock and the outstanding AMPS, voting together as a separate class, will be
required to approve any plan of reorganization adversely affecting such shares
or any action requiring a vote of security holders under Section 13(a) of the
Investment Company Act, including any vote to convert the Fund to an open-end
investment company or to change the Fund's fundamental investment policies.

The Board of each Fund recommends that the stockholders approve the
proposed amendment to the Articles Supplementary or Certificate of
Designation.

ADDITIONAL INFORMATION

The expenses of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the Funds
in proportion to their respective 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. The
Funds may also hire proxy solicitors at their own expense.

In order to obtain the necessary quorum at the Meeting (i.e., a majority
of the shares of each class of securities of each Fund entitled to vote at the
Meeting, present in person or by proxy), supplementary solicitation may be
made by mail, telephone, telegraph or personal interview by officers of the
Fund. It is anticipated that the cost of such supplementary solicitation, if
any, will be nominal.

All shares represented by properly executed proxies, unless such proxies
have previously been revoked, will be voted at the Meetings in accordance with
the directions on the proxies; if no direction is indicated, the shares will
be voted "FOR" the Board member nominees, "FOR" the ratification of the
independent auditors and "FOR" the amendment to the Articles Supplementary or
Certificate of Designation.

With respect to Item 1. "Election of Board Members," holders of AMPS,
voting separately as a class, are entitled to elect two Board members and
holders of Capital Stock, voting together as a single class, are entitled to
elect the remaining Board members. Assuming a quorum is present, (A) [with
respect to Maryland corporations] (i) election of the two Board members to be
elected by the holders of AMPS, voting separately as a class, will require a
plurality of all votes cast by the holders of AMPS, represented at the Meeting
and entitled to vote; and (ii) election of the remaining Board members will
require a plurality of all of the votes cast by the holders of Capital Stock
represented at the Meeting and entitled to vote, voting together as a single
class; (B) [with respect to Massachusetts business trusts] (i) election of the
two Board members to be elected by the holders of AMPS, voting separately as a
class, will require the affirmative vote of a majority of the AMPS present at
the Meeting in person or by proxy and (ii) election of the remaining Board
members will require the affirmative vote of a majority of the shares of
Capital Stock present at the Meeting in person or by proxy, voting together as
a single class.

With respect to Item 2. "Ratification of Selection of Independent
Auditors," assuming a quorum is present (A) [with respect to Maryland
corporations] approval will require the affirmative vote of a majority of the
votes cast by the holders of shares of Capital Stock represented at the
Meeting and entitled to vote, voting together as a single class; and (B) [with
respect to Massachusetts business trusts] approval will require the
affirmative vote of a majority of the shares of Capital Stock present at the
meeting in person or by proxy, voting together as a single class.

With respect to Item 3. "Proposed Amendments To Articles Supplementary or
Certificate of Designation," assuming a quorum is present, (A) [with respect
to the Maryland corporations] approval of amendment of each Articles
Supplementary will require the affirmative vote of (i) the holders
representing a majority of the outstanding shares of Capital Stock of the
relevant Fund, voting together as a single class, and (ii) the holders
representing a majority of the outstanding AMPS of all series of the relevant
Funds, voting together as a single class; and (B) [with respect to
Massachusetts business trusts] approval of amendment of each Certificate of
Designation will require the affirmative vote of (i) a majority of the shares
of Capital Stock of the relevant Funds present at the Meeting in person or by
proxy, voting together as a single class and (ii) the affirmative vote of
two-thirds of the AMPS outstanding 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 of Board members (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. Broker-dealer forms, including MLPF&S, will not be permitted to
grant voting authority without instructions with respect to amending the
Articles Supplementary or Certificate of Designation (Item 3). The Funds will
include shares held of record by broker-dealers as to which such authority has
been granted in their tabulation of the total number of votes present for
purposes of determining whether the necessary quorum of stockholders exists.
Proxies that are returned to the Fund 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 purposes of a quorum. MLPF&S has
advised the Fund that it intends to vote shares held in its name for which no
instructions are 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 (in the case of Maryland corporations);
however, abstentions and broker non-votes will have the same effect as a vote
against Item 3 (in the case of Maryland corporations) and as a vote against
Item 1, Item 2 and Item 3 (in the case of Massachusetts business trusts).

Management knows of no other matters to be presented at the special
meeting. However, if other matters are presented for a vote at the meeting or
any adjournments thereof, the proxy holders will vote the shares represented
by properly executed proxies according to their judgment on those matters.

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 TO ANY STOCKHOLDER UPON REQUEST. Such requests
should be directed to the applicable Fund, P.O. Box 9011, Princeton, New
Jersey 08543-9011, Attention: Patrick D. Sweeney, or to 1-800-456-4587 ext.
123.

STOCKHOLDER PROPOSALS

If a stockholder of a Fund intends to present a proposal at the 2000
Annual Meeting of Stockholders of that Fund, which is anticipated to be held
in April 2000, 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 ____________, 1999.

By Order of the Board

PATRICK D. SWEENEY
SECRETARY OF THE FUNDS

Dated: March ___, 1999

<PAGE>

[THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

EXHIBIT A

INFORMATION PERTAINING TO EACH FUND

o GENERAL INFORMATION PERTAINING TO THE FUNDS

DEFINED TERM STATE OF
FUND USED IN EXHIBIT A FISCAL YEAR END ORGANIZATION MEETING TIME

<S> <C> <C> <C> <C>
MUNIVEST FLORIDA FUND MV FL Fund 10/31 MA 9:00 a.m.
MUNIVEST MICHIGAN INSURED FUND, INC.. MV MI Ins. Fund 10/31 MD 9:15 a.m.
MUNIVEST NEW JERSEY FUND, INC. MV NJ Fund 10/31 MD 9:30 a.m.
MUNIYIELD FLORIDA INSURED FUND MY FL Ins. Fund 10/31 MA 10:00 a.m.
MUNIYIELD PENNSYLVANIA FUND MY PA Fund 10/31 MA 10:15 a.m.
MUNIYIELD NEW JERSEY INSURED FUND, INC. MY NJ Ins. Fund 10/31 MD 10:30 a.m.
MUNIYIELD MICHIGAN INSURED FUND, INC. MY MI Ins. Fund 10/31 MD 10:45 a.m.

</TABLE>

SHARES OF CAPITAL STOCK OUTSTANDING AS OF THE RECORD DATE

FUND SHARES AMPS

<S> <C> <C>
MV FL FUND 5,988,782 1,600
MV MI INS. FUND 7,387,697 2,000
MV NJ FUND 5,519,681 1,500
MY FL INS. FUND 8,418,575 2,400
MY PA FUND 5,867,566 1,600
MY NJ INS. FUND 8,563,497 2,240
MI INS. FUND 7,421,896 2,000

</TABLE>

<PAGE>

o INFORMATION PERTAINING TO OFFICERS AND BOARD MEMBERS

YEAR IN WHICH EACH NOMINEE BECAME A MEMBER OF THE BOARD
FUND CECIL CRUM MEYER SUNDERLAND TOUCHTON WEISS ZEIKEL

<S> <C> <C> <C> <C> <C> <C> <C>
MV FL FUND 1993 1993 1993 1993 1993 1998 1993
MV MI INS. FUND 1993 1993 1993 1993 1993 1998 1993
MV NJ FUND 1993 1993 1993 1993 1993 1998 1993
MY FL INS. FUND 1992 1992 1992 1992 1992 1998 1992
MY PA FUND 1992 1992 1992 1992 1992 1998 1992
MY NJ INS. FUND 1992 1992 1992 1992 1992 1998 1992
MY MI INS. FUND 1992 1992 1992 1992 1992 1998 1992

</TABLE>

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

NOMINEES TO BE NOMINEES TO BE ELECTED BY
FUND ELECTED BY HOLDERS OF AMPS HOLDERS OF SHARES AND AMPS

<S> <C> <C> <C> <C>
MV FL FUND Donald Cecil M. Colyer Crum Edward H. Meyer J. Thomas Touchton
Jack B. Sunderland Fred G. Weiss
Arthur Zeikel

MV MI INS. FUND Donald Cecil M. Colyer Crum Edward H. Meyer J. Thomas Touchton
Jack B. Sunderland Fred G. Weiss
Arthur Zeikel

MV NJ FUND Donald Cecil M. Colyer Crum Edward H. Meyer J. Thomas Touchton
Jack B. Sunderland Fred G. Weiss
Arthur Zeikel

MY FL INS. FUND Donald Cecil M. Colyer Crum Edward H. Meyer J. Thomas Touchton
Jack B. Sunderland Fred G. Weiss
Arthur Zeikel

MY PA FUND Donald Cecil M. Colyer Crum Edward H. Meyer J. Thomas Touchton
Jack B. Sunderland Fred G. Weiss
Arthur Zeikel

MY NJ INS. FUND Donald Cecil M. Colyer Crum Edward H. Meyer J. Thomas Touchton
Jack B. Sunderland Fred G. Weiss
Arthur Zeikel

MY MI INS. FUND Donald Cecil M. Colyer Crum Edward H. Meyer J. Thomas Touchton
Jack B. Sunderland Fred G. Weiss
Arthur Zeikel

</TABLE>

<PAGE>

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

BOARD AUDIT COMMITTEE

AGGREGATE
# MEETINGS ANNUAL PER MEETING # MEETINGS ANNUAL PER MEETING FEES AND
FUND HELD* FEE ($) FEE ($)** HELD FEE($) FEE($)** EXPENSES ($)

<S> <C> <C> <C> <C> <C> <C> <C>
MV FL FUND 2,500 250 500 125 952,087
MV MI INS. FUND 2,500 250 500 125 1,166,168
MV NJ FUND 2,500 250 500 125 940,233
MY FL INS. FUND 2,500 250 500 125 1,351,348
MY PA FUND 2,500 250 500 125 1,012,863
MY NJ INS. FUND 2,500 250 500 125 1,348,883
NY INS. FUND 2,500 250 500 125 1,898,357

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

</TABLE>

Set forth in the table below is information regarding compensation paid
by the Fund to the non-affiliated Board members for the most recently
completed fiscal year.

COMPENSATION FROM FUND ($)*

FUND CECIL CRUM MEYER SUNDERLAND TOUCHTON WEISS

<S> <C> <C> <C> <C> <C> <C>
MV FL FUND 4,500 4,500 4,500 4,500 4,500 3,250
MV MI INS. FUND 4,500 4,500 4,500 4,500 4,500 3,250
MV NJ FUND 4,500 4,500 4,500 4,500 4,500 3,250
MY FL INS. FUND 4,500 4,500 4,500 4,500 4,500 3,250
MY PA FUND 4,500 4,500 4,500 4,500 4,500 3,250
MY NJ INS. FUND 4,500 4,500 4,500 4,500 4,500 3,250
MY MI INS. FUND 4,500 4,500 4,500 4,500 4,500 3,250

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

</TABLE>

<PAGE>

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-affiliated Board
members for the year ended December 31, 1998.

AGGREGATE COMPENSATION FROM FUND AND OTHER
NAME OF BOARD MEMBER FAM/MLAM ADVISED FUNDS PAID TO BOARD MEMBERS ($)(1)

<S> <C>
Donald Cecil 277,808
M. Coyler Crum 116,600
Edward H. Meyer 214,558
Jack B. Sunderland 133,600
J. Thomas Touchton 133,600
Fred G. Weiss 140,842

(1) The Directors serve on the boards of FAM/MLAM Advised Funds as follows: Mr. Cecil (34 registered investment companies
consisting of 34 portfolios); Mr. Crum (15 registered investment companies consisting of 15 portfolios); Mr. Meyer
(34 registered investment companies consisting of 34 portfolios); Mr. Sunderland (18 registered investment companies
consisting of 30 portfolios); Mr. Touchton (18 registered investment companies consisting of 30 portfolios); and Mr.
Weiss (15 registered investment companies consisting of 15 portfolios).

</TABLE>

<PAGE>

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

OFFICER SINCE

NAME AND MV FL MV MI INS. MV NJ MY FL INS. MY PA MY NJ INS. MY MI INS.
BIOGRAPHY AGE OFFICE FUND FUND FUND FUND FUND FUND FUND

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Arthur Zeikel ......................... 66 President 1993 1993 1993 1992 1992 1992 1992
Chairman of MLAM and FAM since 1997;
President of MLAM and FAM from 1977
to 1997; Chairman of Princeton Services
since 1997 and Director thereof since
1993; President of Princeton Services
from 1993 to 1997; Executive Vice
President of ML & Co., Inc. from 1990
to 1999.

Terry K. Glenn......................... 58 Executive 1993 1993 1993 1992 1992 1992 1992
Executive Vice President of MLAM and Vice President
FAM since 1983; Executive Vice
President and Director of Princeton
Services since 1993; President of
Princeton Funds Distributor, Inc.
("PFD") since 1986 and Director thereof
since 1991; President of Princeton
Administrators, L.P. since 1998.

Vincent R. Giordano.................... 54 Senior Vice 1993 1993 1993 1992 1992 1992 1992
Senior Vice President of FAM and MLAM President
since 1984; Portfolio Manager of FAM
and MLAM since 1977; Senior Vice
President of Princeton Services since
1993.

Kenneth A. Jacob ...................... 48 Vice President 1993 1993 1993 1992 1992 1992 1992
First Vice President of MLAM since
1997; Vice President of MLAM from 1984
to 1997; Vice President of FAM since
1984.

Donald C. Burke........................ 38 Vice 1993 1993 1993 1993 1993 1993 1993
Senior Vice President and Treasurer of President 1999 1999 1999 1999 1999 1999 1999
MLAM and FAM since 1999; Senior Vice Treasurer
President and Treasurer of Princeton
Services since 1999; Vice President of
PFD since 1999; First Vice President of
MLAM from 1997 to 1999; Vice President
of MLAM from 1990 to 1997; Director of
Taxation of MLAM since 1990.

William R. Bock........................ 63 Vice President 1998 -- -- 1998 1997 -- --
Vice President of MLAM since 1989.

Theodore R. Jaeckel, Jr................ 39 Vice President -- -- 1997 -- -- 1997 --
Director (Municipal Tax-Exempt Fund
Management) of MLAM since 1997; Vice
President of MLAM from 1991 to 1997.

Fred K. Steube........................ 48 Vice President -- 1995 -- -- -- -- 1995
Vice President of MLAM since 1989

Patrick D. Sweeney.................... 45 Secretary 1997 1997 1997 1997 1997 1997 1997
First Vice President of MLAM since
1997; Vice President from 1990 to 1997.

</TABLE>

<PAGE>

EXHIBIT B-1

PROPOSED AMENDMENT TO ARTICLES SUPPLEMENTARY OF:

MUNIYIELD NEW JERSEY INSURED FUND, INC.
MUNIVEST NEW JERSEY FUND, INC.
MUNIYIELD MICHIGAN INSURED FUND, INC.
MUNIVEST MICHIGAN INSURED FUND, INC.

SECTION 5(C) OF THE ARTICLES SUPPLEMENTARY IS REVISED TO READ AS FOLLOWS
(THE UNDERLINING INDICATES LANGUAGE ADDED; BRACKETS INDICATE LANGUAGE
DELETED):

Right to Vote with Respect to Certain Other Matters. So long as any
shares of AMPS are outstanding, the Corporation shall not, without the
affirmative vote of the holders of a majority of the shares of the Preferred
Stock Outstanding at the time, voting separately as one class: (i) authorize,
create or issue [, or increase the authorized or issued amount of,] any class
or series of stock ranking prior to the AMPS or [on a parity with] any other
series of Preferred Stock with respect to payment of dividends or the
distribution of assets on liquidation, [or increase the authorized amount of
AMPS or any other Preferred Stock] or (ii) amend, alter or repeal the
provisions of the Charter, whether by merger, consolidation or otherwise, so
as to adversely affect any of the contract rights expressly set forth in the
Charter of holders of shares of AMPS or any other Preferred Stock. To the
extent permitted under the 1940 Act, in the event shares of more than one
series of AMPS are outstanding, the Corporation shall not approve any of the
actions set forth in clause (i) or (ii) which adversely affects the contract
rights expressly set forth in the Charter of a Holder of shares of a series of
AMPS differently than those of a Holder of shares of any other series of AMPS
without the affirmative vote of the holders of at least a majority of the
shares of AMPS of each series adversely affected and outstanding at such time
(each such adversely affected series voting separately as a class). The
Corporation shall notify Moody's and S&P ten Business Days prior to any such
vote described in clause (i) or (ii). Unless a higher percentage is provided
for under the Charter, the affirmative vote of the holders of a majority of
the outstanding shares of Preferred Stock, including AMPS, voting together as
a single class, will be required to approve any plan of reorganization
(including bankruptcy proceedings) adversely affecting such shares or any
action requiring a vote of security holders under Section 13(a) of the 1940
Act. The class vote of holders of shares of Preferred Stock, including AMPS,
described above will in each case be in addition to a separate vote of the
requisite percentage of shares of Common Stock and shares of Preferred Stock,
including AMPS, voting together as a single class necessary to authorize the
action in question.

<PAGE>

EXHIBIT B-2

PROPOSED AMENDMENT TO CERTIFICATE OF DESIGNATION OF:

MUNIVEST FLORIDA FUND
MUNIYIELD FLORIDA INSURED FUND
MUNIYIELD PENNSYLVANIA FUND

SECTION 5(C) OF THE CERTIFICATE OF DESIGNATION IS REVISED TO READ AS
FOLLOWS (THE UNDERLINING INDICATES LANGUAGE ADDED; BRACKETS INDICATE LANGUAGE
DELETED):

Right to Vote with Respect to Certain Other Matters. So long as any
shares of AMPS are outstanding, the Trust shall not, without the affirmative
vote of the holders of a majority of the Preferred Shares Outstanding at the
time, voting separately as one class: (i) authorize, create or issue [, or
increase the authorized or issued amount of,] any class or series of shares
ranking prior to the AMPS or [on a parity with] any other series of Preferred
Shares with respect to payment of dividends or the distribution of assets on
liquidation, [or increase the authorized amount of AMPS or any other Preferred
Shares] provided however that the Board of Trustees, without the vote or
consent of the holders of AMPS, may from time to time increase the amount of
authorized and issued shares of any series of AMPS or any other series of
Preferred Shares ranking on a parity with AMPS with respect to the payment of
dividends, or the distribution of assets upon dissolution, liquidation or
winding up the affairs of the Trust then outstanding and issue such shares, or
(ii) amend, alter or repeal the provisions of the Declaration, whether by
merger, consolidation or otherwise, so as to adversely affect any of the
contract rights expressly set forth in the Declaration of holders of shares of
AMPS or any other Preferred Shares provided however that the amendment of the
Declaration solely to incorporate an increase in the amount of any series of
AMPS or Preferred Shares and the terms of issuance thereof, as permitted by
subsection (i) of this paragraph (c) shall not be deemed to adversely affect
any of the contract rights expressly set forth in the Declaration of holders
of shares of AMPS or any other Preferred Shares. To the extent permitted under
the 1940 Act, in the event shares of more than one series of AMPS are
outstanding, the Trust shall not approve any of the actions set forth in
clause (i) or (ii) which adversely affects the contract rights expressly set
forth in the Declaration of a Holder of shares of a series of AMPS differently
than those of a Holder of shares of any other series of AMPS without the
affirmative vote of the holders of at least a majority of the shares of AMPS
of each series adversely affected and outstanding at such time (each such
adversely affected series voting separately as a class). The Trust shall
notify Moody's and S&P ten Business Days prior to any such vote described in
clause (i) or (ii). Unless a higher percentage is provided for under the
Declaration, the affirmative vote of the holders of a majority of the
outstanding Preferred Shares, including AMPS, voting together as a single
class, will be required to approve any plan of reorganization (including
bankruptcy proceedings) adversely affecting such shares or any action
requiring a vote of security holders under Section 13(a) of the 1940 Act. The
class vote of holders of Preferred Shares, including AMPS, described above
will in each case be in addition to a separate vote of the requisite
percentage of Common Shares and Preferred Shares, including AMPS, voting
together as a single class necessary to authorize the action in question.

Appendix

PRELIMINARY COPY COMMON SHARES

MUNIVEST FLORIDA FUND
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
Patrick D. Sweeney 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 Common Shares of MuniVest Florida Fund (the "Fund")
held of record by the undersigned on February 24, 1999 at the annual meeting of
shareholders of the Fund to be held on April 21, 1999 or any adjournment
thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1 , 2 AND 3.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes |X| or |X| in blue or black ink.

<TABLE>

<S> <C> <C>
1. ELECTION OF TRUSTEES 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.) EDWARD H. MEYER, JACK B.
SUNDERLAND, J. THOMAS TOUCHTON, FRED G. WEISS AND ARTHUR ZEIKEL

2. Proposal to ratify the selection of Deloitte & Touche LLP as the
independent auditors of the Fund to serve for the current fiscal year.

FOR |_| AGAINST |_| ABSTAIN |_|

3. Proposal to approve an amendment to the Certificate of Designation
of the Fund.

FOR |_| AGAINST |_| ABSTAIN |_|

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

Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney or as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.

Dated:___________, 1999

X_________________________________
Signature

X_________________________________
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

<PAGE>

PRELIMINARY COPY
COMMON STOCK

MUNIVEST MICHIGAN INSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
and Patrick D. Sweeney 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 Common Stock of
MuniVest Michigan Insured Fund, Inc. (the "Fund") held of record by the
undersigned on February 24, 1999 at the annual meeting of stockholders
of the Fund to be held on April 21, 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, 2 AND 3.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes |X| or |X| in blue or black ink.

<TABLE>

<S> <C> <C>
1. ELECTION OF TRUSTEES 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 Deloitte & Touche LLP as the
independent auditors of the Fund to serve for the current fiscal year.

FOR |_| AGAINST |_| ABSTAIN |_|

3. Proposal to approve an amendment to the Certificate of Designation
of the Fund.

FOR |_| AGAINST |_| ABSTAIN |_|

4. 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>

PRELIMINARY COPY COMMON STOCK

MUNIVEST NEW JERSEY FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
and Patrick D. Sweeney 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 Common Stock of
MuniVest New Jersey Fund, Inc. (the "Fund") held of record by the
undersigned on February 24, 1999 at the annual meeting of stockholders
of the Fund to be held on April 21, 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, 2 AND 3.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes |X| or |X| in blue or black ink.

<TABLE>

<S> <C> <C>
1. ELECTION OF TRUSTEES 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. Proposal to approve an amendment to the Certificate of Designation
of the Fund.

FOR |_| AGAINST |_| ABSTAIN |_|

4. 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>

PRELIMINARY COPY COMMON SHARES

MUNIYIELD FLORIDA INSURED FUND
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
and Patrick D. Sweeney 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 Common Shares of
MuniYield Florida Insured Fund (the "Fund") held of record by the
undersigned on February 24, 1999 at the annual meeting of shareholders
of the Fund to be held on April 21, 1999 or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes |X| or |X| in blue or black ink.

<TABLE>

<S> <C> <C>
1. ELECTION OF TRUSTEES 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 Deloitte & Touche LLP as the
independent auditors of the Fund to serve for the current fiscal year.

FOR |_| AGAINST |_| ABSTAIN |_|

3. Proposal to approve an amendment to the Certificate of Designation
of the Fund.

FOR |_| AGAINST |_| ABSTAIN |_|

4. 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>

PRELIMINARY COPY COMMON SHARES

MUNIYIELD PENNSYLVANIA FUND
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
and Patrick D. Sweeney 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 Common Shares of
MuniYield Pennsylvania Fund (the "Fund") held of record by the
undersigned on February 24, 1999 at the annual meeting of shareholders
of the Fund to be held on April 21, 1999 or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes |X| or |X| in blue or black ink.

<TABLE>

<S> <C> <C>
1. ELECTION OF TRUSTEES 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 Deloitte & Touche LLP as the independent
auditors of the Fund to serve for the current fiscal year.

FOR |_| AGAINST |_| ABSTAIN |_|

3. Proposal to approve an amendment to the Certificate of Designation
of the Fund.

FOR |_| AGAINST |_| ABSTAIN |_|

4. 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>

PRELIMINARY COPY COMMON STOCK

MUNIYIELD NEW JERSEY INSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
and Patrick D. Sweeney 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 Common Stock of
MuniYield New Jersey Insured Fund, Inc. (the "Fund") held of record by
the undersigned on February 24, 1999 at the annual meeting of
stockholders of the Fund to be held on April 21, 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, 2 AND 3.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes |X| or |X| in blue or black ink.

<TABLE>

<S> <C> <C>
1. ELECTION OF TRUSTEES 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 Deloitte & Touche LLP as the independent
auditors of the Fund to serve for the current fiscal year.

FOR |_| AGAINST |_| ABSTAIN |_|

3. Proposal to approve an amendment to the Certificate of Designation
of the Fund.

FOR |_| AGAINST |_| ABSTAIN |_|

4. 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>

PRELIMINARY COPY COMMON STOCK

MUNIYIELD MICHIGAN INSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
and Patrick D. Sweeney 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 Common Stock of
MuniYield Michigan Insured Fund, Inc. (the "Fund") held of record by
the undersigned on February 24, 1999 at the annual meeting of
stockholders of the Fund to be held on April 21, 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, 2 AND 3.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes |X| or |X| in blue or black ink.

<TABLE>

<S> <C> <C>
1. ELECTION OF TRUSTEES 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. Proposal to approve an amendment to the Certificate of Designation
of the Fund.

FOR |_| AGAINST |_| ABSTAIN |_|

4. 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>

PRELIMINARY COPY

AUCTION MARKET
PREFERRED SHARES

MUNIVEST FLORIDA FUND
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
and Patrick D. Sweeney as proxies, each with the power to appoint his
substitute, and hereby authorizes each of them to represent and to
vote, as designated on the reverse hereof, all of Auction Market
Preferred Shares of MuniVest Florida Fund (the "Fund") held of record
by the undersigned on February 24, 1999 at the annual meeting of
shareholders of the Fund to be held on April 21, 1999 or any
adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes |X| or |X| in blue or black ink.

<TABLE>

<S> <C> <C>
1. ELECTION OF TRUSTEES 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 Deloitte & Touche LLP as the independent
auditors of the Fund to serve for the current fiscal year.

FOR |_| AGAINST |_| ABSTAIN |_|

3. Proposal to approve an amendment to the Certificate of Designation
of the Fund.

FOR |_| AGAINST |_| ABSTAIN |_|

4. 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>

PRELIMINARY COPY
AUCTION MARKET
PREFERRED STOCK

MUNIVEST MICHIGAN INSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
and Patrick D. Sweeney as proxies, each with the power to appoint his
substitute, and hereby authorizes each of them to represent and to
vote, as designated on the reverse hereof, all the Auction Market
Preferred Stock of MuniVest Michigan Insured Fund, Inc. (the "Fund")
held of record by the undersigned on February 24, 1999 at the annual
meeting of stockholders of the Fund to be held on April 21, 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, 2 AND 3.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes |X| or |X| in blue or black ink.

<TABLE>

<S> <C> <C>
1. ELECTION OF TRUSTEES 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.) DONALD CECIL, M. COLYER
CRUM, EDWARD H. MEYER, JACK B. SUNDERLAND, J.THOMAS TOUCHTON, FRED G. WEISS ABD
ARTHUR ZEIKEL

2. Proposal to ratify the selection of Deloitte & Touche LLP as the independent
auditors of the Fund to serve for the current fiscal year.

FOR |_| AGAINST |_| ABSTAIN |_|

3. Proposal to approve an amendment to the Certificate of Designation
of the Fund.

FOR |_| AGAINST |_| ABSTAIN |_|

4. 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>

PRELIMINARY COPY
AUCTION MARKET
PREFERRED STOCK

MUNIVEST NEW JERSEY FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
and Patrick D. Sweeney as proxies, each with the power to appoint his
substitute, and hereby authorizes each of them to represent and to
vote, as designated on the reverse hereof, all the Auction Market
Preferred Stock of MuniVest New Jersey Fund, Inc. (the "Fund") held of
record by the undersigned on February 24, 1999 at the annual meeting of
stockholders of the Fund to be held on April 21, 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, 2 AND 3.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes |X| or |X| in blue or black ink.

<TABLE>

<S> <C> <C>
1. ELECTION OF TRUSTEES 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. Proposal to approve an amendment to the Certificate of Designation
of the Fund.

FOR |_| AGAINST |_| ABSTAIN |_|

4. 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>

PRELIMINARY COPY
AUCTION MARKET
PREFERRED SHARES

MUNIYIELD FLORIDA INSURED FUND
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
and Patrick D. Sweeney as proxies, each with the power to appoint his
substitute, and hereby authorizes each of them to represent and to
vote, as designated on the reverse hereof, all the Auction Market
Preferred Shares of MuniYield Florida Insured Fund (the "Fund") held of
record by the undersigned on February 24, 1999 at the annual meeting of
shareholders of the Fund to be held on April 21, 1999 or any
adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes |X| or |X| in blue or black ink.

<TABLE>

<S> <C> <C>
1. ELECTION OF TRUSTEES 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 Deloitte & Touche LLP as the independent
auditors of the Fund to serve for the current fiscal year.

FOR |_| AGAINST |_| ABSTAIN |_|

3. Proposal to approve an amendment to the Certificate of Designation
of the Fund.

FOR |_| AGAINST |_| ABSTAIN |_|

4. 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>

PRELIMINARY COPY
AUCTION MARKET
PREFERRED SHARES

MUNIYIELD PENNSYLVANIA FUND
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
and Patrick D. Sweeney as proxies, each with the power to appoint his
substitute, and hereby authorizes each of them to represent and to
vote, as designated on the reverse hereof, all the Auction Market
Preferred Shares of MuniYield Pennsylvania Fund (the "Fund") held of
record by the undersigned on February 24, 1999 at the annual meeting of
shareholders of the Fund to be held on April 21, 1999 or any
adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes |X| or |X| in blue or black ink.

<TABLE>

<S> <C> <C>
1. ELECTION OF TRUSTEES 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.) DONALD CECIL, M.
COLYER CRUM, EDWARD H. MEYER, JACK B. SUNDERLAND, J. THOMAS TOUCHTON, FRED G.
WEISS

2. Proposal to ratify the selection of Deloitte & Touche LLP as the
independent auditors of the Fund to serve for the current fiscal year.

FOR |_| AGAINST |_| ABSTAIN |_|

3. Proposal to approve an amendment to the Certificate of Designation
of the Fund.

FOR |_| AGAINST |_| ABSTAIN |_|

4. 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>

PRELIMINARY COPY
AUCTION MARKET
PREFERRED STOCK

MUNIYIELD NEW JERSEY INSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
and Patrick D. Sweeney as proxies, each with the power to appoint his
substitute, and hereby authorizes each of them to represent and to
vote, as designated on the reverse hereof, all the Auction Market
Preferred Stock of MuniYield New Jersey Insured Fund, Inc. (the "Fund")
held of record by the undersigned on February 24, 1999 at the annual
meeting of stockholders of the Fund to be held on April 21, 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, 2 AND 3.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes |X| or |X| in blue or black ink.

<TABLE>

<S> <C> <C>
1. ELECTION OF TRUSTEES 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 Deloitte & Touche LLP as the
independent auditors of the Fund to serve for the current fiscal year.

FOR |_| AGAINST |_| ABSTAIN |_|

3. Proposal to approve an amendment to the Certificate of Designation
of the Fund.

FOR |_| AGAINST |_| ABSTAIN |_|

4. 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>

PRELIMINARY COPY
AUCTION MARKET
PREFERRED STOCK

MUNIYIELD MICHIGAN FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
and Patrick D. Sweeney as proxies, each with the power to appoint his
substitute, and hereby authorizes each of them to represent and to
vote, as designated on the reverse hereof, all the Auction Market
Preferred Stock of MuniYield Michigan Fund, Inc. (the "Fund") held of
record by the undersigned on February 24, 1999 at the annual meeting of
stockholders of the Fund to be held on April 21, 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, 2 AND 3.

(Continued and to be signed on the reverse side)

<PAGE>

Please mark boxes |X| or |X| in blue or black ink.

<TABLE>

<S> <C> <C>
1. ELECTION OF TRUSTEES 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. Proposal to approve an amendment to the Certificate of Designation
of the Fund.

FOR |_| AGAINST |_| ABSTAIN |_|

4. 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.