MUNIVEST FLORIDA FUND, DEF 14A, 1998-07-31

MUNIVEST FLORIDA FUND
DEF 14A, 1998-07-31

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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 (as permitted by Rule 14a-6(e)(2))

|X| Definitive Proxy Statement

| | Definitive Additional Materials

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

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

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

NOTICE OF 1998 ANNUAL MEETING OF SHAREHOLDERS

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

SEPTEMBER 14, 1998

TO THE SHAREHOLDERS OF MUNIVEST FLORIDA FUND:

Notice is hereby given that the 1998 Annual Meeting of Shareholders (the
"Meeting") of MuniVest Florida Fund (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 11:00 a.m. for the following purposes:

(1) To elect a Board of Trustees 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 Trustees has fixed the close of business on July 15, 1998 as
the record date for the determination of shareholders entitled to notice of and
to vote at the Meeting or any adjournment thereof.

A complete list of the shareholders of the Fund entitled to vote at the
Meeting will be available and open to the examination of any shareholder 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.
SHAREHOLDERS 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 Trustees of the Fund.

By Order of the Board of Trustees

PATRICK D. SWEENEY
SECRETARY

Plainsboro, New Jersey
Dated: July 31, 1998

<PAGE>
PROXY STATEMENT

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

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

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

1998 ANNUAL MEETING OF SHAREHOLDERS

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

SEPTEMBER 14, 1998

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Trustees of MuniVest Florida Fund, a
Massachusetts business trust (the "Fund"), to be voted at the 1998 Annual
Meeting of Shareholders 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 11:00 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 Trustees 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 Trustees has fixed the close of business on July 15, 1998, as
the record date (the "Record Date") for the determination of shareholders
entitled to notice of and to vote at the Meeting and at any adjournment thereof.
Shareholders 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 5,982,149 shares of beneficial interest, par value $.10 per
share ("Common Shares"), and 1,600 auction market preferred shares, 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 the Record Date, no person is the beneficial owner of more than five
percent of the outstanding Common Shares or more than five percent of the
outstanding AMPS.

The Board of Trustees 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 TRUSTEES

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

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

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

The Board of Trustees 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 Trustees 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:

<PAGE>

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

<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED ON
JULY 15,
1998
PRINCIPAL OCCUPATIONS ------------
DURING PAST FIVE YEARS TRUSTEE COMMON
NAME AND ADDRESS OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE SHARES AMPS
- --------------------------- --- --------------------------- ------- ------ ----
<S><C>
Edward H. Meyer(1)(2)............... 71 President of Grey Advertising Inc. 1993 0 0
Grey Advertising Inc. since 1968, Chief Executive Officer
777 Third Avenue since 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 energy
West Cornwall, Connecticut 06796 company) since 1987; Member of Council on
Foreign Relations since 1971.
J. Thomas Touchton(1)(2)............ 59 Managing Partner of The Witt- 1993 0 0
Suite 3405 Touchton Company and its
One Tampa City Center predecessor, The Witt Co. (a private
201 North Franklin Street investment partnership) since 1972;
Tampa, Florida 33602 Trustee Emeritus of 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 1998 0 0
5141 Via Amalfi Drive since 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, 1993 0 0
800 Scudders Mill Road L.P. ("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 Trustees."
(2) Member of the Audit Committee of the Board of Trustees.
(3) On February 3, 1998, Fred G. Weiss was elected a Trustee of the Fund.
* Interested person, as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of the Fund.

<PAGE>

COMMITTEES AND BOARD OF TRUSTEES MEETINGS. The Board of Trustees has a
standing Audit Committee, which consists of Trustees 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
Trustees have retained independent legal counsel to assist them in connection
with these duties. The Board of Trustees does not have a nominating committee.

During the fiscal year ended October 31, 1997, the Board of Trustees held
five meetings and the Audit Committee held four meetings. All of the Trustees,
other than Mr. Weiss, attended at least 75% of the aggregate of the total number
of meetings of the Board of Trustees and, if a member, of the total number of
meetings of the Audit Committee held during the 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, trustees 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,
trustees and greater than ten percent shareholders 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, trustees, 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 TRUSTEES. FAM, the Fund's investment adviser, pays all
compensation of all officers of the Fund and all Trustees of the Fund who are
affiliated with ML & Co. or its subsidiaries. The Fund pays each Trustee not
affiliated with FAM (each a "non-affiliated Trustee") a fee of $2,500 per year
plus $250 per regular meeting attended, together with such Trustee'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
Trustees, a fee of $500 per year plus $125 per meeting attended, together with
such Trustee's out-of-pocket expenses relating to attendance at meetings. These
fees and expenses aggregated $22,625 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 Trustees, and for the
calendar year ended December 31, 1997, the aggregate compensation paid by all
registered investment companies advised by FAM and its affiliate, MLAM
("FAM/MLAM Advised Funds") to the non-affiliated Trustees.

<PAGE>

<TABLE>
<CAPTION>
PENSION OR RETIREMENT AGGREGATE COMPENSATION FROM
COMPENSATION BENEFITS ACCRUED AS PART FUND AND FAM/MLAM
NAME OF TRUSTEE FROM FUND OF FUND EXPENSES ADVISED FUNDS PAID TO TRUSTEES
- --------------- ------------ ------------------------ ------------------------------
<S><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) The Trustees serve on the Boards of 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 Trustees 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>
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
President of 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.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION OFFICE AGE SINCE
- ----------------------------- ------ --- -------
<S><C>
Robert A. DiMella................................................................ Vice President 31 1993
Vice President of MLAM since 1997; Assistant Portfolio Manager of MLAM from
1993 to 1995; Assistant Portfolio Manager with Prudential Investment
Advisors from 1992 to 1993; Research Associate with Prudential Investment
Corporation from 1989 to 1992.
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 M. 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 thereof since 1981.
Patrick D. Sweeney............................................................... Secretary 44 1997
First Vice President of MLAM since 1997; Vice President of MLAM from 1990 to
1997.
</TABLE>

SHARE OWNERSHIP. At the Record Date, the Trustees and officers of the Fund
as a group (14 persons) owned an aggregate of less than 1% of the Common Shares
of the Fund outstanding at such date and owned none of the AMPS outstanding at
such date. At such date, Mr. Zeikel, a Trustee 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 Trustees of the Fund, including a majority of the Trustees 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 D&T in the Fund. Such appointment is subject to
ratification or rejection by the shareholders of 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 ML & Co. and all of its
subsidiaries and for most other investment companies for which FAM or MLAM acts
as investment adviser. The fees received by D&T from these other entities are
greater, in the aggregate, than the total fees received by it from the Fund. The
Board of Trustees of the Fund considered the fact that D&T has been retained as
the independent auditors for ML & Co. and the other entities described above 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 shareholders.

<PAGE>
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 Trustee nominees and "FOR" the ratification of D&T as
independent auditors.

With respect to Item 1, "Election of Trustees," holders of AMPS, voting
separately as a class, are entitled to elect two Trustees and holders of Common
Shares and AMPS, voting together as a single class, are entitled to elect the
remaining Trustees. Assuming a quorum is present, (i) election of the two
Trustees 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 Trustees will require the affirmative vote of a majority of the votes
cast by the holders of Common Shares and 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 Shares and 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 ("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 Trustees (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 shareholders 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. Abstentions
and broker non-votes, therefore, will not have an effect on the vote on Item 1
and Item 2.

<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, 1997 and a copy of its Semi-Annual Report for the
six months ended April 30, 1997 to any shareholder upon request. Such requests
should be directed to MuniVest Florida Fund, P.O. Box 9011, Princeton, New
Jersey 08543-9011, Attention: Patrick D. Sweeney, or to 1-800-456-4587 ext. 123.

SHAREHOLDER PROPOSALS

It is currently intended that the 1999 Annual Meeting of Shareholders of
the Fund will be held in April, 1999. If a shareholder intends to present a
proposal at the 1999 Annual Meeting of Shareholders of the Fund and desires to
have the proposal included in the Fund's proxy statement and form of proxy for
that meeting, the shareholder must deliver the proposal to the offices of the
Fund by November 20, 1998.

By Order of the Board of Trustees

PATRICK D. SWEENEY
SECRETARY

Dated: July 31, 1998

<PAGE>

COMMON SHARES

MUNIVEST FLORIDA FUND
P.O. Box 9011
Princeton, New Jersey 08543-9011

P R O X Y

This proxy is solicited on behalf of the Board of Trustees

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Patrick
D. Sweeney as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse hereof,
all the Common Shares of MuniVest Florida Fund (the "Fund") held of record by
the undersigned on July 15, 1998 at the annual meeting of shareholders 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 shareholder. 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>
1. ELECTION OF TRUSTEES FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]

(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through the nominee's name in the list
below.)
</TABLE>
EDWARD H. MEYER, JACK B. SUNDERLAND, J. THOMAS TOUCHTON, FRED G. WEISS AND
ARTHUR ZEIKEL

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

3. 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 SHARES

MUNIVEST FLORIDA FUND
P.O. Box 9011
Princeton, New Jersey 08543-9011

P R O X Y

This proxy is solicited on behalf of the Board of Trustees

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Patrick
D. Sweeney as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse hereof,
all the Auction Market Preferred Shares of MuniVest Florida Fund (the "Fund")
held of record by the undersigned on July 15, 1998 at the annual meeting
of shareholders 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 shareholder. 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>
1. ELECTION OF TRUSTEES FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [ ] to vote for all nominees listed below [ ]

(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through the nominee's name in the list
below.)
</TABLE>
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 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: ________________________, 1998

X ___________________________________
Signature

X ___________________________________
Signature, if held jointly

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