MUNIVEST FUND II INC, DEF 14A, 1996-08-01

MUNIVEST FUND II INC
DEF 14A, 1996-08-01

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 1, 1996
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

/X/ Definitive Proxy Statement

/ / Definitive Additional Materials

/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

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

MuniVest Fund II, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / 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 0-11:1
- --------------------------------------------------------------------------------

(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:
- --------------------------------------------------------------------------------

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

1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2

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

NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS
------------------------

SEPTEMBER 19, 1996

TO THE STOCKHOLDERS OF MUNIVEST FUND II, INC.:

Notice is hereby given that the 1996 Annual Meeting of Stockholders (the
"Meeting") of MuniVest Fund II, Inc. (the "Fund") will be held at the offices of
Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road, Plainsboro, New
Jersey, on Thursday, September 19, 1996 at 9:30 A.M. for the following purposes:

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

(2) To consider and act upon a proposal to ratify the selection of
Deloitte & Touche LLP to serve as independent auditors of the 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 has fixed the close of business on July 25, 1996 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 the Fund entitled to vote at the
Meeting will be available and open to the examination of any stockholder of the
Fund for any purpose germane to the Meeting during ordinary business hours from
and after September 5, 1996, at the office of the 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 Fund.

By Order of the Board of Directors

MARK B. GOLDFUS
Secretary

Plainsboro, New Jersey
Dated: August 1, 1996
<PAGE> 3

PROXY STATEMENT
------------------------

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

1996 ANNUAL MEETING OF STOCKHOLDERS
------------------------

SEPTEMBER 19, 1996

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of MuniVest Fund II, Inc., a
Maryland corporation (the "Fund"), to be voted at the 1996 Annual Meeting of
Stockholders of the 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 Thursday, September 19, 1996 at 9:30 A.M. The approximate mailing
date of this Proxy Statement is August 7, 1996.

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 to serve for the
ensuing year and for the ratification of the selection of independent auditors
to serve for the 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 Fund at the Fund's address indicated above or by voting in person at the
Meeting.

The Board of Directors has fixed the close of business on July 25, 1996 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, the
Fund had outstanding 19,907,055 shares of common stock, par value $.10 per share
("Common Stock"), and 5,400 shares of auction market preferred stock, par value
$.05 per share and liquidation preference of $25,000 per share plus an amount
equal to accumulated but unpaid dividends thereon ("AMPS"). To the knowledge of
the Fund, as of the Record Date, no person is the beneficial owner of more than
five percent of the outstanding shares of Common Stock or five percent of the
outstanding AMPS.

The Board of Directors of the Fund knows of no business other than that
mentioned in Items 1 and 2 of the Notice of Meeting which 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> 4

ITEM 1. ELECTION OF DIRECTORS

At the Meeting, the Board of Directors will be elected to serve until the
next Annual Meeting of Stockholders 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 AMPS, voting separately by
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 Common Stock and AMPS, voting
together as a single class, in favor of the four (4) persons designated as
Directors to be elected by holders of Common Stock and AMPS.

The Board of Directors of the 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 as follows:

TO BE ELECTED BY HOLDERS OF AMPS,
VOTING SEPARATELY BY CLASS

<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED AT
THE RECORD
DATE
PRINCIPAL OCCUPATIONS ------------
DURING PAST FIVE YEARS DIRECTOR COMMON
NAME AND ADDRESS OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE STOCK AMPS
- --------------------------------- --- ----------------------------------- -------- ------ ----
<S> <C> <C> <C> <C> <C>
Ronald W. Forbes(1)(2)........... 55 Professor of Finance, School of 1988 0 0
1400 Washington Avenue Business, State University of New
Albany, New York 12222 York at Albany, since 1989, and
Associate Professor prior
thereto; Member, Task Force on
Municipal Securities Markets,
Twentieth Century Fund.
Richard R. West(1)(2)............ 58 Professor of Finance and Dean from 1988 0 0
Box 604 1984 to 1993, New York University
Genoa, Nevada 89411 Leonard N. Stern School of
Business Administration;
Professor of Finance from 1976 to
1984 and Dean from 1976 to 1983,
Amos Tuck School of Business
Administration; Director of
Vornado, Inc. (real estate
investment trust), Bowne & Co.,
Inc. (financial printer),
Smith-Corona Corporation
(manufacturer of typewriters and
word processors) and Alexander's
Inc. (real estate company).
(Footnotes on following page)
</TABLE>

2
<PAGE> 5

TO BE ELECTED BY HOLDERS OF COMMON STOCK AND AMPS,
VOTING TOGETHER AS A SINGLE CLASS

<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED AT
THE RECORD
DATE
PRINCIPAL OCCUPATIONS ------------
DURING PAST FIVE YEARS DIRECTOR COMMON
NAME AND ADDRESS OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE STOCK AMPS
- --------------------------------- --- ----------------------------------- -------- ------ ----
<S> <C> <C> <C> <C> <C>
Cynthia A. Montgomery(1)(2)...... 44 Professor, Harvard Business School 1993 0 0
Harvard Business School since 1989; Associate Professor,
Soldiers Field Road J.L. Kellogg Graduate School of
Boston, Massachusetts 02163 Management, Northwestern
University from 1985 to 1989;
Assistant Professor, Graduate
School of Business
Administration, The University of
Michigan from 1979 to 1985;
Director, UNUM Corporation and
Newell Co. since 1995.
Charles C. Reilly(1)(2).......... 65 Self-employed financial consultant 1990 0 0
9 Hampton Harbor Road since 1990; President and Chief
Hampton Bays, New York Investment Officer of Verus
11946 Capital, Inc. from 1979 to 1990;
Senior Vice President of Arnhold
and S. Bleichroeder, Inc. from
1973 to 1990; Adjunct Professor,
Columbia University Graduate
School of Business since 1990;
Adjunct Professor, Wharton
School, The University of
Pennsylvania, 1990; Partner,
Small Cities CableVision.
Kevin A. Ryan(1)(2).............. 63 Founder, current Director and 1992 0 0
127 Commonwealth Avenue Professor of The Boston University
Chestnut Hill, Center for the Advancement of
Massachusetts 02167 Ethics and Character; Professor
of Education at Boston University
since 1982; formerly taught on
the faculties of The University
of Chicago, Stanford University
and Ohio State University.

(Footnotes on following page)
</TABLE>

3
<PAGE> 6

TO BE ELECTED BY HOLDERS OF COMMON STOCK AND AMPS,
VOTING TOGETHER AS A SINGLE CLASS -- (CONTINUED)

- ---------------
(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 Directors" below.

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

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

Committee's and Board of Directors' Meetings. The Board of Directors has a
standing Audit Committee, which consists of the Directors who are not
"interested persons" of the Fund within the meaning of the Investment Company
Act of 1940, as amended (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 Directors have
retained independent legal counsel to assist them in connection with these
duties. The Board of Directors does not have a nominating committee.

During the fiscal year ended October 31, 1995, the Board of Directors held
four meetings and the Audit Committee held four meetings. All of the Directors
attended at least 75% of the total number of meetings of the Board of Directors
and, if a member, 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 Fund's officers, directors 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 the 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

4
<PAGE> 7

that they were not required to file Form 5 with respect to the most recent
fiscal year, the 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.

Interested Persons. The 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 the Fund and the President of FAM and MLAM.

Compensation of Directors. FAM, the Fund's investment adviser, pays all
compensation of all officers of the Fund and all Directors of the Fund who are
affiliated with ML & Co. or its subsidiaries. The Fund pays each Director not
affiliated with FAM a fee of $2,000 per year plus $400 per meeting attended,
together with such Director's actual out-of-pocket expenses relating to
attendance at meetings. The Fund also pays each member of its Audit Committee,
which consists of all of the non-affiliated Directors, a fee of $1,000 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 annual fee
of $1,000. These fees and expenses aggregated $24,338 for the fiscal year ended
October 31, 1995.

The following table sets forth for the fiscal year ended October 31, 1995
compensation paid by the Fund to the non-affiliated Directors and, for the
calendar year ended December 31, 1995, the aggregate compensation paid by all
investment companies advised by FAM and its affiliate, MLAM ("FAM/MLAM Advised
Funds"), to the non-affiliated Directors.

<TABLE>
<CAPTION>
AGGREGATE COMPENSATION
PENSION OR RETIREMENT FROM FUND AND FAM/MLAM
COMPENSATION BENEFITS ACCRUED AS PART ADVISED FUNDS PAID TO
NAME OF DIRECTOR FROM FUND OF FUND EXPENSES DIRECTORS
- ------------------------------------- ------------ ------------------------ -----------------------
<S> <C> <C> <C>
Ronald W. Forbes(1).................. $4,600 None $ 147,100
Cynthia A. Montgomery(1)............. $4,600 None $ 147,100
Charles C. Reilly(1)................. $4,600 None $ 269,600
Kevin A. Ryan(1)..................... $4,600 None $ 147,100
Richard R. West(1)................... $5,600 None $ 294,600
</TABLE>

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

(1) The Directors serve on the boards of MLAM/FAM Advised Funds as follows: Mr.
Forbes (23 registered investment companies consisting of 36 portfolios); Ms.
Montgomery (23 registered investment companies consisting of 36 portfolios);
Mr. Reilly (41 registered investment companies consisting of 54 portfolios);
Mr. Ryan (23 registered investment companies consisting of 36 portfolios);
and Mr.West (41 registered investment companies consisting of 54
portfolios).

5
<PAGE> 8

Officers of the Fund. The Board of Directors has elected seven officers of
the Fund. The following sets forth information concerning each of these
officers:

<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION OFFICE AGE SINCE
---------------- ---- -----
<S> <C> <C> <C>
Arthur Zeikel.................................................... President 64 1993
President of FAM since 1977; President of MLAM since 1977;
President and Director of Princeton Services since 1993;
Executive Vice President of ML & Co. since 1990;
Director of MLFD since 1977.
Terry K. Glenn................................................... Executive Vice 55 1993
Executive Vice President of FAM and MLAM since 1983; President
Executive Vice President and Director of Princeton Services
since 1993;
President of MLFD since 1986 and Director thereof since 1991;
President of Princeton Administrators, L.P. since 1988.
Vincent R. Giordano.............................................. Vice President 51 1993
Portfolio Manager of FAM and MLAM since 1977;
and Senior Vice President of FAM and MLAM since 1984; Senior
Vice President of Princeton Services since 1993; Vice President
of MLAM from 1980 to 1984.
Kenneth A. Jacob................................................. Vice President 45 1993
Vice President of MLAM since 1984.
Fred K. Stuebe................................................... Vice President 45 1993
Vice President of MLAM since 1989.
Donald C. Burke.................................................. Vice President 36 1993
Vice President and Director of Taxation of MLAM since 1990;
employee of Deloitte & Touche LLP from 1982 to 1990.
Gerald M. Richard................................................ Treasurer 47 1993
Senior Vice President and Treasurer of FAM and MLAM since 1984;
Senior Vice President and Treasurer of Princeton Services since
1993;
Vice President of MLFD since 1981 and Treasurer thereof since
1984.
Mark B. Goldfus.................................................. Secretary 49 1993
Vice President of FAM and MLAM since 1985.
</TABLE>

Stock Ownership. At the Record Date, the Directors and officers of the
Fund as a group (12 persons) owned an aggregate of less than 1% of the Common
Stock 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 Director of
the Fund, and the other officers of the 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 the Fund, including a majority of the Directors
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. The Fund knows of no direct or indirect
financial interest of such firm in the Fund. Such appointment is subject to
ratification or rejection by the stockholders of

6
<PAGE> 9

the Fund. Unless a contrary specification is made, the accompanying proxy will
be voted in favor of ratifying the selection of such auditors.

D&T also acts as independent auditors for certain other investment
companies for which FAM acts as an investment adviser. The fees received by D&T
from these other entities are substantially greater, in the aggregate, than the
fees received by it from the Fund. The Board of Directors of the Fund considered
the fact that D&T has been retained as the independent auditors for such other
entities in its evaluation of the independence of D&T with respect to the Fund.

Representatives of D&T 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.

LEGAL PROCEEDINGS

On June 21, 1996, a purported class action titled Jack Green, et al. v.
Fund Asset Management, L.P., et al. was filed in the United States District
Court for the District of Massachusetts. Among the named defendants in the
action are seven of the leveraged closed-end municipal bond funds for which FAM
serves as the Investment adviser (including the Fund). In addition to the named
defendants, plaintiffs also purport to bring claims against a defendant class
consisting of all other publicly traded, closed-end investment companies for
which FAM serves as investment adviser and which, among other things, have
issued AMPS. The named plaintiffs, who claim to be investors in the seven named
funds, purport to bring the action on behalf of a class consisting of all
holders of the common stock of the subject funds.

Plaintiffs allege that FAM and other affiliated defendants received
excessive compensation for managing the subject funds. Plaintiffs claim, among
other things, that the registration statements, annual reports and other
documents filed by the funds with the SEC were misleading because such documents
allegedly failed to disclose that proceeds arising from the issuance of AMPS
would be included in a fund's net assets for the purposes of calculating the
investment advisory fee payable to FAM. In addition, plaintiffs allege that a
conflict of interest existed because it would always be in the defendants'
interest to keep the funds fully leveraged to maximize the advisory fees and
collateral compensation notwithstanding adverse market conditions. Plaintiffs
also allege an additional conflict of interest arising from the receipt by such
affiliates of underwriting discounts, or other revenues in connection with the
sale of the AMPS by the funds. The complaint asserts claims under Sections 8(e),
34(b), 36(a) and 36(b) of the Investment Company Act and the common law.
Plaintiffs seek unspecified monetary damages as well as injunctive relief.

The defendants believe that the plaintiffs' allegations are entirely
without merit and intend to defend the action vigorously. FAM has agreed to
indemnify the named defendant funds for any liabilities or expenses that they
may occur in connection with this litigation.

ADDITIONAL INFORMATION

The expenses of preparation, printing and mailing of the enclosed form or
proxy and accompanying Notice and Proxy Statement will be borne by the Fund. The
Fund will reimburse banks, brokers and others for their reasonable expenses in
forwarding proxy solicitation material to the beneficial owners of the shares of
the Fund. The Fund may also hire proxy solicitors at the expense of the Fund.

7
<PAGE> 10

In order to obtain the necessary quorum at the Meeting (i.e., a majority of
the shares of each class of the Fund's securities 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 Meeting 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 D&T as
independent auditors.

With respect to Item 1, "Election of Directors," holders of AMPS 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 the
affirmative vote of a majority of the votes cast by the holders of AMPS,
represented at the Meeting and entitled to vote; (ii) election of the remaining
Directors will require the affirmative vote of a majority of the votes cast by
the holders of Common Stock and the AMPS represented at the Meeting and entitled
to vote, voting together as a single class; and (iii) approval of Item 2,
"Selection of Independent Auditors", will require the affirmative vote of a
majority of the votes cast by the holders of Common Stock and the AMPS
represented at the Meeting and entitled to vote, voting together as a single
class.

Broker-dealer firms, including MLPF&S, holding Fund shares 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 Fund understands 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 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.
Accordingly, 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
shareholders exists. Proxies which are returned but which 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 that it intends to exercise discretion over shares held in its name for
which no instructions are received by voting such shares in the same proportion
as it has voted shares for which it has received instructions. 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

THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR THE
FISCAL YEAR ENDED OCTOBER 31, 1995 AND A COPY OF ITS SEMI-ANNUAL REPORT FOR THE
SIX MONTHS ENDED APRIL 30, 1996 TO ANY STOCKHOLDER UPON REQUEST. Such requests
should be directed to MuniVest Fund II, Inc., P.O. Box 9011, Princeton, New
Jersey 08543-9011, Attention: Mark B. Goldfus, Secretary or to 1-800-456-4587
ext. 123.

8
<PAGE> 11

STOCKHOLDER PROPOSALS

If a stockholder intends to present a proposal at the 1997 Annual Meeting
of Stockholders of the Fund, which is anticipated to be held in June 1997, 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 April 10, 1997.

By Order of the Board of Directors

MARK B. GOLDFUS
Secretary

Dated: August 1, 1996

9
<PAGE> 12

COMMON STOCK

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

P R O X Y

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Mark B.
Goldfus 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 MuniVest Fund II, Inc. (the "Fund")
held of record by the undersigned on July 25, 1996 at the annual meeting of
stockholders of the Fund to be held on September 19, 1996 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)

PLEASE MARK BOXES / / OR /X/ IN BLUE OR BLACK INK.

<TABLE>
<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.) Charles C.
Reilly, Kevin A. Ryan, Cynthia A. Montgomery 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. 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: , 1996
--------------------------------------

X
-------------------------------------------------
Signature

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

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

<PAGE> 13

AUCTION MARKET
PREFERRED STOCK

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

P R O X Y

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Mark B.
Goldfus 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 MuniVest Fund II,
Inc. (the "Fund") held of record by the undersigned on July 25, 1996 at the
annual meeting of stockholders of the Fund to be held on September 19, 1996 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)

PLEASE MARK BOXES / / OR /X/ IN BLUE OR BLACK INK.

<TABLE>
<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.)
Ronald W. Forbes, Richard R. West, Charles C. Reilly, Kevin A. Ryan,
Cynthia A. Montgomery and Arthur Ziekel

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

Dated: , 1996
-------------------------------------

X
------------------------------------------------
Signature

X
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Signature, if held jointly

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