<PAGE>
As filed with the Securities and Exchange Commission on July 31, 1998
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
/x/ Definitive Proxy Statement (as permitted by Rule
14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MUNIVEST NEW JERSEY FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(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 NEW JERSEY FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS
------------------------
SEPTEMBER 14, 1998
TO THE STOCKHOLDERS OF MUNIVEST NEW JERSEY FUND, INC.:
Notice is hereby given that the 1998 Annual Meeting of Stockholders (the
'Meeting') of MuniVest New Jersey Fund, Inc. (the 'Fund') will be held at the
offices of Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road,
Plainsboro, New Jersey, on Monday, September 14, 1998 at 10:45 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
Ernst & Young 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 15, 1998 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 August 31, 1998, at the office 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 Directors of the Fund.
By Order of the Board of Directors
PATRICK D. SWEENEY
Secretary
Plainsboro, New Jersey
Dated: July 31, 1998
<PAGE>
PROXY STATEMENT
------------------------
MUNIVEST NEW JERSEY INSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
1998 ANNUAL MEETING OF STOCKHOLDERS
------------------------
SEPTEMBER 14, 1998
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of MuniVest New Jersey Fund, Inc., a
Maryland corporation (the 'Fund'), to be voted at the 1998 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 Monday, September 14, 1998 at 10:45 a.m. The approximate mailing date
of this Proxy Statement is August 3, 1998.
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 15, 1998 as
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 July 15, 1998, the Fund had outstanding
5,497,953 shares of common stock, par value $.10 per share ('Common Stock'), and
1,500 shares of auction market preferred stock, par value $.05 per share and
liquidation preference $25,000 per share plus an amount equal to accumulated but
unpaid dividends thereon ('AMPS'). To the knowledge of the Fund, as of July 15,
1998, no person is the beneficial owner of more than five percent of the
outstanding shares of Common Stock or more than 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 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 AMPS and Common Stock, voting
together as a single class, in favor of the five (5) persons designated as
Directors to be elected by holders of AMPS and Common Stock.
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 below:
TO BE ELECTED BY HOLDERS OF AMPS, VOTING SEPARATELY AS A CLASS:
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED AT
JULY 15, 1998
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>
Donald Cecil(1)(2) ...................... 71 Special Limited Partner of Cumberland 1993 0 0
Cumberland Associates Partners (an investment partnership)
1114 Avenue of the Americas since 1982; Member of Institute of
New York, New York 10036 Chartered Financial Analysts; Member
and Chairman of Westchester County
(N.Y.) Board of Transportation.
M. Colyer Crum(1)(2) .................... 66 President and Director of M. Colyer Crum 1993 0 0
104 Westcliff Road & Associates, Inc.; Currently James R.
Weston, Massachusetts 02493 Williston 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.
</TABLE>
2
<PAGE>
TO BE ELECTED BY HOLDERS OF COMMON STOCK AND AMPS, VOTING TOGETHER AS A CLASS:
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED AT
JULY 15, 1998
PRINCIPAL OCCUPATIONS --------------
DURING PAST FIVE YEARS DIRECTOR COMMON
NAME ADDRESS OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE STOCK AMPS
- ----------------------------------------- ---- ----------------------------------------- --------- ------- -----
<S> <C> <C> <C> <C> <C>
Edward H. Meyer(1)(2) ................... 71 President of Grey Advertising Inc. since 1993 0 0
Grey Advertising Inc. 1968, Chief Executive Officer since
777 Third Avenue 1970 and Chairman of the Board of
New York, New York 10017 Directors since 1972; Director of The
May Department Stores Company, Bowne &
Co., Inc. (financial printers), Ethan
Allen Interiors, Inc. and Harman
International Industries, Inc.
Jack B. Sunderland(1)(2) ................ 69 President and Director of American 1993 0 0
P.O. Box 7 Independent Oil Company, Inc. (an
West Cornwall, Connecticut 06796 energy company) since 1987; Member of
Council on Foreign Relations since
1971.
J. Thomas Touchton(1)(2) ................ 59 Managing Partner of The Witt-Touchton 1993 0 0
Suite 3405 Company and its predecessor, The Witt
One Tampa City Center Co. (a private investment partnership)
201 North Franklin Street since 1972; Trustee Emeritus of
Tampa, Florida 33602 Washington and Lee University; Director
of TECO Energy, Inc. (an electric
utility holding company).
Fred G. Weiss(1)(2)(3) .................. 56 Managing Director of FGW Associates since 1998 0 0
5141 Via Amalfi Drive 1997; Vice President, Planning,
Boca Raton, Florida 33496 Investment and Development of Warner
Lambert Co. from 1979 to 1997; Director
of Noven Corporation (a pharmaceutical
company) since 1997.
Arthur Zeikel(1)* ....................... 66 Chairman of Fund Asset Management, L.P. 1993 0 0
800 Scudders Mill Road ('FAM') and MLAM (which terms as used
Plainsboro, New Jersey 08536 herein include their corporate
predecessors) since 1997; President of
FAM and MLAM from 1977 to 1997;
Chairman of Princeton Services, Inc.
('Princeton Services') since 1997 and
Director thereof since 1993; President
of Princeton Services from 1993 to
1997; Executive Vice President of
Merrill Lynch & Co. Inc. ('ML & Co.')
since 1990.
</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 and Officers'
below.
(2) Member of the Audit Committee of the Board of Directors.
(3) On February 3, 1998, Fred G. Weiss was elected a Director of the Fund.
* Interested person, as defined in the Investment Company Act of 1940, as
amended (the 'Investment Company Act'), of the Fund.
3
<PAGE>
Committees and Board of Directors' Meetings. The Board of Directors has a
standing Audit Committee that consists of the Directors 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
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, 1997, the Board of Directors held
four meetings and the Audit Committee held four meetings. All of the Directors,
other than Mr. Weiss, attended at least 75% of the aggregate of the total number
of meetings of the Board of Directors and the total number of meetings held by
all committees of the Board on which they served 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 (the '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 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 Chairman of FAM and MLAM.
Compensation of Directors and Officers. 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 the investment adviser a fee of $2,500 per
year plus $250 per regular 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 a fee of $500 per year plus $125 per
meeting attended, together with such Director's out-of-pocket expenses relating
to attendance at meetings. These fees and expenses aggregated $22,725 for the
fiscal year ended October 31, 1997.
The following table sets forth, for the fiscal year ended October 31, 1997,
compensation paid by the Fund to the non-affiliated Directors and, for the
calendar year ended December 31, 1997, the aggregate compensation
4
<PAGE>
paid by all registered investment companies advised by FAM and its affiliate,
MLAM ('FAM/MLAM Advised Funds') to the non-affiliated Directors.
<TABLE>
<CAPTION>
PENSION OR RETIREMENT AGGREGATE COMPENSATION FROM
COMPENSATION BENEFITS ACCRUED AS PART FUND AND FAM/MLAM
NAME OF DIRECTOR FROM FUND OF FUND EXPENSES ADVISED FUNDS PAID TO DIRECTORS
- ---------------- ------------ ------------------------- -------------------------------
<S> <C> <C> <C>
Donald Cecil(1) $4,500 None $ 275,850
M. Colyer Crum(1) $4,500 None $ 115,600
Edward H. Meyer(1) $4,500 None $ 222,100
Jack B. Sunderland(1) $4,500 None $ 132,600
J. Thomas Touchton(1) $4,500 None $ 132,100
Fred G. Weiss(1) $ 0 None $ 0
</TABLE>
- ------------------
(1) In addition to the Fund, the Directors serve on the Boards of other FAM/MLAM
Advised Funds as follows: Mr. Cecil (33 registered investment companies
consisting of 33 portfolios), Mr. Crum (15 registered investment companies
consisting of 15 portfolios); Mr. Meyer (33 registered investment companies
consisting of 33 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).
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 66 1993
Chairman of FAM and MLAM since 1997; President of FAM and MLAM 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. since 1990.
Terry K. Glenn .................................................................. Executive Vice 57 1993
Executive Vice President of FAM and MLAM since 1983; Executive Vice President 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 1988.
Vincent R. Giordano ............................................................. Senior Vice 53 1993
Senior Vice President of FAM and MLAM since 1984; Senior Vice President of President
Princeton Services
since 1993.
Kenneth A. Jacob ................................................................ Vice President 47 1993
First Vice President of MLAM since 1997; Vice President of MLAM from 1984 to
1997.
Theodore R. Jaeckel, Jr ......................................................... Vice President 38 1997
Director (Municipal Tax-Exempt) of MLAM since 1997; Vice President of MLAM from
1991 to 1997.
Donald C. Burke ................................................................. Vice President 38 1993
First Vice President of MLAM since 1997; Vice President of MLAM from 1990 to
1997; Director of Taxation of MLAM since 1990.
Gerald Richard .................................................................. Treasurer 49 1993
Senior Vice President and Treasurer of FAM and MLAM since 1984; Senior Vice
President and Treasurer of Princeton Services since 1993; Treasurer of PFD
since 1984 and Vice President since 1981.
Patrick D. Sweeney .............................................................. Secretary 44 1997
First Vice President of MLAM since 1997; Vice President of MLAM from 1990 to
1997.
</TABLE>
5
<PAGE>
Stock Ownership. At July 15, 1998 the Directors and officers of the Fund
as a group (14 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, a Director and officer 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 Ernst &
Young LLP ('E&Y'), 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 E&Y 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.
E&Y also acts as independent auditors for other investment companies for
which FAM or MLAM acts as investment adviser. The fees received by E&Y from
these other entities are greater, in the aggregate, than the total fees received
by it from the Fund. The Board of Directors of the Fund considered the fact that
E&Y has been retained as the independent auditors for these other investment
companies in its evaluation of the independence of E&Y with respect to the Fund.
Representatives of E&Y are expected to be present at the Meeting and will
have the opportunity to make a statement if they so desire and to respond to
questions from stockholders.
ADDITIONAL INFORMATION
The expenses of preparation, printing and mailing of the enclosed form of
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 E&Y as
independent auditors.
The Directors are to be elected by class vote, two Directors being elected
by the holders of AMPS voting separately as a class and the remaining Directors
by the holders of AMPS and Common Stock, voting together as a single class. At a
meeting at which a quorum is duly constituted, (i) the affirmative vote of a
majority of the votes cast by the holders of AMPS, voting separately as a class
in person or by proxy, is required for the election of the two (2) persons
designated as Directors to be elected by the holders of AMPS (Item 1); (ii) the
affirmative vote of a majority of the votes cast by the holders of AMPS and
Common Stock, voting together as a single class in person or by proxy, is
required for the election of the remaining Directors (Item 1); and (iii) the
proposal to ratify the selection of the Fund's independent auditors (Item 2) may
be approved by the affirmative vote of a
6
<PAGE>
majority of the votes cast by the holders of Common Stock and AMPS, voting
together as a single class in person or by proxy.
Broker-dealer firms, including Merrill Lynch, Pierce, Fenner & Smith
Incorporated ('Merrill Lynch'), 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. The Fund
will include shares held of record by broker-dealers as to which such authority
has been granted in its tabulation of the total number of votes present for
purposes of determining whether the necessary quorum of stockholders exists.
Proxies that are returned 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. Merrill Lynch has advised the
Fund that except as limited by agreement or applicable law, it intends to vote
shares held in its name for which no instructions are received in the same
proportion as the votes received from the 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 and therefore
will have no effect on the vote on either 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, 1997 to any stockholder upon request. Such
requests should be directed to MuniVest New Jersey Fund, Inc., P.O. Box 9011,
Princeton, New Jersey 08543-9011, Attention: Patrick D. Sweeney, or to
1-800-456-4587 ext. 123.
STOCKHOLDER PROPOSALS
It is currently intended that the 1999 Annual Meeting of Stockholders of
the Fund will be held in April, 1999. If a stockholder intends to present a
proposal at the 1999 Annual Meeting of Stockholders of the Fund and desires to
have the proposal included in the Fund's proxy statement and form of proxy for
that meeting, the stockholder must deliver the proposal to the offices of the
Fund by November 20, 1998.
By Order of the Board of Directors
PATRICK D. SWEENEY
Secretary
Dated: July 31, 1998
7
<PAGE>
- --------------------------------------------------------------------------------
COMMON STOCK
MUNIVEST NEW JERSEY FUND, 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
Patrick D. Sweeney as proxies, each with the power to appoint his substitute,
and hereby authorizes 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 July 15, 1998 at the annual
meeting of stockholders of the Fund to be held on September 14, 1998 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 / / /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.)
Edward H. Meyer, Jack B. Sunderland, J. Thomas Touchton, Fred G. Weiss and
Arthur Zeikel
2. Proposal to ratify the selection of Ernst & Young LLP as the independent
auditors of the Fund to serve for the current fiscal year.
FOR / / AGAINST / / ABSTAIN / /
3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney or as executor,
administrator, 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
persons.
Dated: , 1998
----------------------------
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 NEW JERSEY FUND, 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
Patrick D. Sweeney as proxies, each with the power to appoint his substitute,
and hereby authorizes 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 July 15, 1998 at
the annual meeting of stockholders of the Fund to be held on September 14, 1998
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 / / /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.)
Donald Cecil, M. Colyer Crum, Edward H. Meyer, Jack B. Sunderland, J. Thomas
Touchton, Fred G. Weiss and Arthur Zeikel
2. Proposal to ratify the selection of Ernst & Young LLP as the independent
auditors of the Fund to serve for the current fiscal year.
FOR / / AGAINST / / ABSTAIN / /
3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney or as executor,
administrator, 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
persons.
Dated: , 1998
----------------------------
X
---------------------------------------
Signature
X
---------------------------------------
Signature, if held jointly
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
