<PAGE>
As filed with the Securities and Exchange Commission on August 6, 1997
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /x/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of
the Commission Only
(as permitted by Rule
/x/ Definitive Proxy Statement 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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/ 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 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:
- --------------------------------------------------------------------------------
<PAGE>
MUNIVEST FUND II, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
NOTICE OF 1997 ANNUAL MEETING OF STOCKHOLDERS
------------------------
SEPTEMBER 18, 1997
TO THE STOCKHOLDERS OF MUNIVEST FUND II, INC.:
Notice is hereby given that the 1997 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 18, 1997 at 9:15 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, 1997 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 4, 1997, 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
PATRICK D. SWEENEY
Secretary
Plainsboro, New Jersey
Dated: August 6, 1997
<PAGE>
PROXY STATEMENT
------------------------
MUNIVEST FUND II, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
1997 ANNUAL MEETING OF STOCKHOLDERS
------------------------
SEPTEMBER 18, 1997
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 1997 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 18, 1997, at 9:15 a.m. The approximate mailing
date of this Proxy Statement is August 8, 1997.
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, 1997 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 that will be presented for
consideration at the Meeting. If any other matter is properly presented, it is
the intention of the persons named in the enclosed proxy to vote in accordance
with their best judgment.
<PAGE>
ITEM 1. ELECTION OF DIRECTORS
At the 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 as a
class, in favor of the two (2) persons designated as Directors to be
elected by holders of AMPS; and
(2) All such proxies of the holders of 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 AS A CLASS
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED AT
THE RECORD
DATE
PRINCIPAL OCCUPATIONS --------------
NAME AND ADDRESS DURING PAST FIVE YEARS DIRECTOR COMMON
OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE STOCK AMPS
- ------------------------------------- --- ------------------------------------- -------- ------ ----
<S> <C> <C> <C> <C> <C>
Ronald W. Forbes(1)(2) .............. 56 Professor of Finance, School of 1993 207 0
1400 Washington Avenue Business, State University of New
Albany, New York 12222 York at Albany, since 1989.
Richard R. West(1)(2) ............... 59 Professor of Finance since 1984, and 1993 7,000 0
Box 604 Dean from 1984 to 1993, and currently
Genoa, Nevada 89411 Dean Emeritus of New York University,
Leonard N. Stern School of Business
Administration; Director of Bowne &
Co., Inc. (financial printers),
Vornado, Inc. (real estate holding
company), and Alexander's Inc. (real
estate company).
</TABLE>
(Footnotes on following page)
2
<PAGE>
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 --------------
NAME AND ADDRESS DURING PAST FIVE YEARS DIRECTOR COMMON
OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE STOCK AMPS
- ------------------------------------- --- ------------------------------------- -------- ------ ----
<S> <C> <C> <C> <C> <C>
Cynthia A. Montgomery(1)(2) ......... 45 Professor, Harvard Business School 1993 0 0
Harvard Business School since 1989; Associate Professor, J.L.
Soldiers Field Road 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
since 1990 and Director of Newell Co.
since 1995.
Charles C. Reilly(1)(2) ............. 66 Self-employed financial consultant 1993 7,765 0
9 Hampton Harbor Road since 1990; President and Chief
Hampton Bays, New York Investment Officer of Verus Capital,
11946 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 from 1990 to 1991; Adjunct
Professor, Wharton School, The
University of Pennsylvania from 1989
to 1990; Partner, Small Cities Cable
Television since 1986.
Kevin A. Ryan(1)(2) ................. 64 Founder and current Director of The 1993 0 0
127 Commonwealth Avenue Boston University Center for the
Chestnut Hill, Advancement of Ethics and Character;
Massachusetts 02167 Professor of Education at Boston
University since 1982; formerly
taught on the faculties of The
University of Chicago, Stanford
University and Ohio State University.
</TABLE>
(Footnotes on following page)
3
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED AT
THE RECORD
DATE
PRINCIPAL OCCUPATIONS --------------
NAME AND ADDRESS DURING PAST FIVE YEARS DIRECTOR COMMON
OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE STOCK AMPS
- ------------------------------------- --- ------------------------------------- -------- ------ ----
<S> <C> <C> <C> <C> <C>
Arthur Zeikel(1)* ................... 65 President of Fund Asset Management, 1993 0 0
P.O. Box 9011 L.P. ('FAM') (which term as used
Princeton, New Jersey herein includes its corporate
08543-9011 predecessors) since 1977; President
of MLAM (which term as used herein
includes its corporate predecessors)
since 1977; President and Director of
Princeton Services, Inc. ('Princeton
Services') since 1993; Executive Vice
President of Merrill Lynch & Co.,
Inc. ('ML & Co.') since 1990;
Director of Merrill Lynch Funds
Distributor, Inc. ('MLFD') since
1977.
</TABLE>
- ------------------
(1) Each of the nominees is a director, trustee or member of an advisory board
of certain other investment companies for which FAM or MLAM acts as
investment adviser. See 'Compensation of Directors' below.
(2) Member of the 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, 1996, 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 that
they were not required to file Form 5 with respect to the most recent fiscal
year, the Fund believes that,
4
<PAGE>
except as noted below, 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.
However, Patrick Sweeney inadvertently failed to report his election as
Secretary of the Fund by the applicable deadline. This oversight was verified in
a subsequent filing.
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 (each an "unaffiliated Director") a fee of $3,000 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 unaffiliated
Directors, a fee of $900 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
$24,869 for the fiscal year ended October 31, 1996.
The following table sets forth for the fiscal year ended October 31, 1996
compensation paid by the Fund to the unaffiliated Directors and, for the
calendar year ended December 31, 1996, the aggregate compensation paid by all
investment companies advised by FAM and its affiliate, MLAM ('FAM/MLAM Advised
Funds'), to the unaffiliated Directors.
<TABLE>
<CAPTION>
PENSION OR RETIREMENT AGGREGATE COMPENSATION FROM
NAME OF COMPENSATION FROM BENEFITS ACCRUED AS PART FUND AND FAM/MLAM ADVISED
DIRECTOR FUND OF FUND EXPENSES FUNDS PAID TO DIRECTORS
- ------------------------------------ ----------------- ------------------------ ---------------------------
<S> <C> <C> <C>
Ronald W. Forbes(1)................. $ 4,600 None $ 142,500
Cynthia A. Montgomery(1)............ $ 4,600 None $ 142,500
Charles C. Reilly(1)................ $ 4,600 None $ 293,833
Kevin A. Ryan(1).................... $ 4,600 None $ 142,500
Richard R. West(1).................. $ 5,600 None $ 272,833
</TABLE>
- ------------------
(1) The Directors serve on the boards of FAM/MLAM Advised Funds as follows: Mr.
Forbes (25 registered investment companies consisting of 38 portfolios); Ms.
Montgomery (25 registered investment companies consisting of 38 portfolios);
Mr. Reilly (43 registered investment companies consisting of 56 portfolios);
Mr. Ryan (25 registered investment companies consisting of 38 portfolios);
and Mr. West (44 registered investment companies consisting of 66
portfolios).
5
<PAGE>
Officers of the Fund. The Board of Directors has elected eight 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 65 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 56 1993
Executive Vice President of FAM and MLAM since 1983; Executive Vice President 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 52 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 46 1993
Vice President of FAM and MLAM since 1984.
Fred K. Stuebe ................................................................. Vice President 46 1993
Vice President of MLAM since 1989.
Donald C. Burke ................................................................ Vice President 37 1993
Vice President and Director of Taxation of MLAM since 1990.
Gerald M. Richard .............................................................. Treasurer 48 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; Treasurer since 1984.
Patrick D. Sweeney ............................................................. Secretary 43 1997
Vice President of MLAM since 1990.
</TABLE>
Stock Ownership. At the Record Date, the Directors and officers of the
Fund as a group (13 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 the Fund. Unless a contrary
specification is made, the accompanying proxy will be voted in favor of
ratifying the selection of such auditors.
6
<PAGE>
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 (including the
Fund) for which FAM serves as the Investment adviser (two of these seven funds
have merged since the commencement of the litigation). 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.
On August 27, 1996, defendants moved to transfer the action to the United
States Court for the District of New Jersey. By order dated June 10, 1997, the
Magistrate Judge assigned to the case granted defendants' motion. Plaintiffs
objected to the Magistrate's order and moved for reconsideration. By order dated
July 16, 1997, the District Court Judge denied plaintiffs' motion and ordered
the case transferred to the District of New Jersey.
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.
7
<PAGE>
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.
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 Merrill Lynch, Pierce, Fenner & Smith
Incorporated ('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 that
are returned but that are marked 'abstain' or on which a broker-dealer has
declined to vote on any proposal ('broker non-votes') will be counted as present
for purposes of a quorum. MLPF&S has advised the Fund that it intends to
exercise discretion over shares held in its name for which no instructions have
been 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.
8
<PAGE>
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, 1996 AND A COPY OF ITS SEMI-ANNUAL REPORT FOR THE
SIX MONTHS ENDED APRIL 30, 1997 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: Patrick D. Sweeney, Secretary or to 1-800-456-4587
ext. 123.
STOCKHOLDER PROPOSALS
If a stockholder intends to present a proposal at the 1998 Annual Meeting
of Stockholders of the Fund, which is anticipated to be held in September 1998,
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 8, 1998.
By Order of the Board of Directors
PATRICK D. SWEENEY
Secretary
Dated: August 6, 1997
9
<PAGE>
COMMON STOCK
MUNIVEST FUND II, 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 shares of Common Stock of MuniVest Fund II, Inc.
(the "Fund") held of record by the undersigned on July 25, 1997 at the annual
meeting of stockholders of the Fund to be held on September 18, 1997 or any
adjournment thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted for Proposals 1 and 2.
(Continued and to be signed on the reverse side)
<PAGE>
Please mark boxes / / or /X/ in blue or black ink.
1. ELECTION OF DIRECTORS
FOR all nominees listed below
(except as marked to the contrary below) / /
WITHHOLD AUTHORITY to vote for all nominees listed below / /
(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: , 1997
----------------------------------
X
---------------------------------------------
Signature
X
---------------------------------------------
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
AUCTION MARKET
PREFERRED STOCK
MUNIVEST FUND II, 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 shares of Auction Market Preferred Stock of MuniVest
Fund II, Inc. (the "Fund") held of record by the undersigned on July 25, 1997 at
the annual meeting of stockholders of the Fund to be held on September 18, 1997
or any adjournment thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted for Proposals 1 and 2.
(Continued and to be signed on the reverse side)
<PAGE>
Please mark boxes / / or /x/ in blue or black ink.
1. ELECTION OF DIRECTORS
FOR all nominees listed below
(except as marked to the contrary below) / /
WITHHOLD AUTHORITY
to vote for all nominees listed below / /
(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 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: , 1997
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X
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Signature
X
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Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope
