<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 27, 1995
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /x/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/x/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MuniVest Pennsylvania Insured Fund
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
MuniVest Pennsylvania Insured Fund
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/x/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:/1/
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
/1/ Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
MUNIVEST PENNSYLVANIA INSURED FUND
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
-----------------------
NOTICE OF 1995 ANNUAL MEETING OF SHAREHOLDERS
-----------------------
SEPTEMBER 8, 1995
TO THE SHAREHOLDERS OF MUNIVEST PENNSYLVANIA INSURED FUND:
Notice is hereby given that the 1995 Annual Meeting of Shareholders (the
'Meeting') of MuniVest Pennsylvania Insured Fund (the 'Fund') will be held at
the offices of Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road,
Plainsboro, New Jersey, on Friday, September 8, 1995 at 10:30 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 14, 1995 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 25, 1995, 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
MARK B. GOLDFUS
Secretary
Plainsboro, New Jersey
Dated: July 28, 1995
<PAGE>
PROXY STATEMENT
------------------------
MUNIVEST PENNSYLVANIA INSURED FUND
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
1995 ANNUAL MEETING OF SHAREHOLDERS
------------------------
SEPTEMBER 8, 1995
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Trustees of MuniVest Pennsylvania Insured
Fund, a Massachusetts business trust (the 'Fund'), to be voted at the 1995
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 Friday, September 8, 1995 at 10:30 A.M. The
approximate mailing date of this Proxy Statement is July 31, 1995.
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 14, 1995 as
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 July 14, 1995, the Fund had outstanding
4,019,033 shares of beneficial interest, par value $.10 per share ('Common
Shares'), and 1,100 auction market preferred shares, par value $.10 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 July 14, 1995, no person is the beneficial owner of more than five percent
of the outstanding Common Shares or 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 which will be presented for
consideration at the Meeting. If any other matter is properly presented, it is
the intention of the persons named in the enclosed proxy to vote in accordance
with their best judgment.
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 such proxies of the holders of AMPS, voting separately by
class, in favor of the two (2) persons designated as Trustees to be elected
by holders of AMPS; and
<PAGE>
(2) All such proxies of the holders of AMPS and Common Shares, voting
together as a single class, in favor of the four (4) 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 as follows:
TO BE ELECTED BY HOLDERS OF AMPS, VOTING SEPARATELY BY CLASS
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED AT
PRINCIPAL OCCUPATIONS JULY 14, 1995
DURING PAST FIVE YEARS --------------
AND PUBLIC TRUSTEE COMMON
NAME AND ADDRESS OF NOMINEE AGE DIRECTORSHIPS(1) SINCE SHARES AMPS
- ------------------------------ --- ------------------------- ------- ------ -----
<S> <C> <C> <C> <C> <C>
James H. Bodurtha(1)(2) ...... 51 Chairman and Chief 1995 0 0
124 Long Pond Road Executive Officer, China
Plymouth, Massachusetts Enterprise Management
02360 Corporation since 1993;
Vice President, Bank
House International
Management Corporation
since 1993; Chairman,
Berkshire Corporation
since 1980; Partner,
Squire, Sanders &
Dempsey from 1990 to
1993.
Joseph L. May(1)(2) .......... 66 Attorney in private 1993 0 0
424 Church Street practice since 1984;
Suite 2000 President, May and
Nashville, Tennessee 37219 Athens Hosiery Mills
Division, Wayne- Gossard
Corporation from 1954
to 1983; Vice
President, Wayne-
Gossard Corporation
from 1972 to 1983;
Chairman, The May
Corporation (personal
holding company) from
1972 to 1983; Director,
Signal Apparel Co. from
1972 to 1989.
</TABLE>
2
<PAGE>
TO BE ELECTED BY HOLDERS OF AMPS AND COMMON SHARES, VOTING TOGETHER AS A SINGLE
CLASS
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED AT
PRINCIPAL OCCUPATIONS JULY 14, 1995
DURING PAST FIVE YEARS --------------
AND PUBLIC TRUSTEE COMMON
NAME AND ADDRESS OF NOMINEE AGE DIRECTORSHIPS(1) SINCE SHARES AMPS
- ------------------------------ --- ------------------------- ------- ------ -----
<S> <C> <C> <C> <C> <C>
Herbert I. London(1)(2) ...... 56 Dean, Gallatin Division 1993 0 0
113-115 University Place of New York University
New York, New York 10003 from 1978 to 1993 and
Director from 1975 to
1976; John M. Olin
Professor of
Humanities, New York
University since 1993
and Professor thereof
since 1980;
Distinguished Fellow,
Herman Kahn Chair,
Hudson Institute from
1984 to 1985; Trustee,
Hudson Naval Institute
since 1980; Overseer,
Center for Naval
Analyses; Director,
Damon Corporation since
1991.
Robert R. Martin(1)(2) ....... 68 Director, WTC Industries, 1993 0 0
513 Grand Hill Inc. since 1995 and
St. Paul, Minnesota 55102 Chairman thereof from
1994 to 1995; Chairman
and Chief Executive
Officer, Kinnard
Investments, Inc. from
1990 to 1993; Executive
Vice President, Dain
Bosworth from 1974 to
1989; Director,
Carnegie Capital
Management from 1977 to
1985 and Chairman
thereof in 1979;
Director, Securities
Industry Association
from 1981 to 1982 and
Public Securities
Association from 1979
to 1980; Trustee,
Northland College since
1992.
Andre F. Perold(1)(2) ........ 43 Professor, Harvard 1993 0 0
Morgan Hall Business School since
Soldiers Field 1989 and Associate
Boston, Massachusetts 02163 Professor from 1983 to
1989; Trustee, The
Common Fund, since
1989; Director, Quantec
Limited since 1991 and
Teknekron Software
Systems since 1994.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED AT
PRINCIPAL OCCUPATIONS JULY 14, 1995
DURING PAST FIVE YEARS --------------
AND PUBLIC TRUSTEE COMMON
NAME AND ADDRESS OF NOMINEE AGE DIRECTORSHIPS(1) SINCE SHARES AMPS
- ------------------------------ --- ------------------------- ------- ------ -----
<S> <C> <C> <C> <C> <C>
Arthur Zeikel(1)* ............ 63 President of Fund Asset 1993 0 0
P.O. Box 9011 Management, L.P.
Princeton, New Jersey ('FAM', which term
08543-9011 includes its corporate
predecessors) since
1977; President of MLAM
(which term 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; Executive Vice
President of Merrill
Lynch, Pierce, Fenner &
Smith Incorporated
('Merrill Lynch') since
1990 and a Senior Vice
President thereof from
1985 to 1990; Director
of Merrill Lynch Funds
Distributor, Inc.
('MLFD') since 1991.
</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 Audit Committee of the Board of Trustees.
* Interested person, as defined in the Investment Company Act of 1940, as
amended (the 'Investment Company Act'), of the Fund.
Committees and Board of Trustees' Meetings. The Board of Trustees has a
standing Audit Committee, which consists of the 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, 1994, the Board of Trustees held
five meetings and the Audit Committee held four meetings. With the exception of
Mr. Bodurtha (who became a Trustee of the Fund in June, 1995), all of the
Trustees attended at least 75% of the aggregate of the total number of meetings
of the Board of Trustees and the total number of meetings held by all committees
on which he 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, trustees and
4
<PAGE>
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 except that Elizabeth Griffin inadvertently failed to make a timely
Form 3 filing to report her election as a Senior Vice President of FAM.
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 as a result 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 and Officers. 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 a fee of $2,500 per year plus $250 per regular meeting
attended, together with such Trustees'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
Trustee's out-of-pocket expenses relating to attendance at meetings. These fees
and expenses aggregated $22,980 for the fiscal year ended October 31, 1994.
The following table sets forth for the fiscal year ended October 31, 1994
compensation paid by the Fund to the non-affiliated Trustees, and for the
calendar year ended December 31, 1994, the aggregate compensation paid by all
investment companies advised by FAM and its affiliate, MLAM ('FAM/MLAM Advised
Funds') to the non-affiliated Trustees.
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT TOTAL COMPENSATION
BENEFITS FROM
AGGREGATE ACCRUED AS PART FUND AND FAM/MLAM
NAME OF COMPENSATION OF FUND ADVISED FUNDS PAID
TRUSTEE FROM FUND EXPENSES TO TRUSTEES
- ------------------------- ------------ --------------- --------------------
<S> <C> <C> <C>
James H.
Bodurtha(1)(2)......... $ 0 None $ 0
Herbert I. London(1)..... $4,500 None $ 168,250
Robert R. Martin(1)...... $4,500 None $ 168,250
Joseph L. May(1)......... $4,500 None $ 168,250
Andre F. Perold(1)....... $4,500 None $ 168,250
</TABLE>
- ------------------
(1) In addition to the Fund, the Trustees serve on the Boards of other FAM/MLAM
Advised Funds as follows: Mr. Bodurtha (46 Funds), Mr. London (46 Funds),
Mr. Martin (46 Funds), Mr. May (46 Funds) and Mr. Perold (46 Funds).
(2) Mr. Bodurtha became a Trustee of the Fund and other FAM/MLAM Advised Funds
in June, 1995.
5
<PAGE>
Officers of the Fund. The Board of Trustees has elected seven officers of
the Fund. The following sets forth information concerning each of these
officers:
<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION OFFICE AGE SINCE
----------------------------- ------ --- -------
<S> <C> <C> <C>
Arthur Zeikel...................... President 63 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; Executive
Vice President of Merrill
Lynch since 1990 and Senior
Vice President from 1985 to
1990; Director of MLFD since
1991.
Terry K. Glenn..................... Executive Vice President 54 1993
Executive Vice President of FAM
and MLAM since 1983; Executive
Vice President and Director of
Princeton Services since 1993;
President of MLFD since 1986
and Director since 1991;
President of Princeton
Administrators, L.P. since
1988.
Vincent R. Giordano................ Vice President 50 1993
Senior Vice President of FAM and
MLAM since 1984 and Vice
President of MLAM from 1980 to
1984; Portfolio Manager of FAM
and MLAM since 1977; Senior
Vice President of Princeton
Services since 1993.
Kenneth A. Jacob................... Vice President 44 1993
Vice President of FAM and MLAM
since 1984; employed by MLAM
since 1978.
Donald C. Burke.................... Vice President 35 1993
Vice President and Director of
Taxation of MLAM since 1990;
Employee of Deloitte & Touche
from 1982 to 1990.
Gerald M. Richard.................. Treasurer 46 1993
Senior Vice President and
Treasurer of FAM and MLAM
since 1984; Senior Vice
President and Treasurer of
Princeton Services since 1993;
Treasurer of MLFD since 1984
and Vice President since 1981.
Mark B. Goldfus.................... Secretary 48 1993
Vice President of FAM and MLAM
since 1985.
</TABLE>
Stock Ownership. At July 14, 1995, the Trustees and officers of the Fund as
a group (12 persons) owned an aggregate of less than 1/4 of 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, an officer and Trustee of
the Fund, and the other officers of the Fund owned an aggregate of less than 1/4
of 1% of the outstanding shares of common stock of ML&Co.
6
<PAGE>
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
substantially 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.
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.
The Trustees are to be elected by class vote, two Trustees being elected by
the holders of AMPS and the remaining Trustees by the holders of AMPS and Common
Shares, 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 Trustees to be elected by
the holders of AMPS; (ii) the affirmative vote of a majority of the votes cast
by the holders of AMPS and Common Shares, voting together as a single class in
person or by proxy, is required for the election of the remaining Trustees (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 the holders of a
majority of the votes cast by the holders of Common Shares and the AMPS, voting
together as a single class in person or by proxy.
Broker-dealer firms, including 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
7
<PAGE>
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 which are returned but which are marked 'abstain'
or on which a broker-dealer has declined to vote on any Item ('broker non-vote')
will be counted as present for the purpose of a quorum. Merrill Lynch has
advised that it intends to exercise discretion over shares held in its name for
which no instructions are received by voting such shares in the same proportion
as it has voted shares for which it has received instructions. An abstention or
a broker-non vote will have no effect with respect to the vote on Item 1;
however, a broker non-vote or an abstention with respect to Item 2 will have the
same effect as a vote against such Item.
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, 1994 to any shareholder upon request. Such
requests should be directed to MuniVest Pennsylvania Insured Fund, P.O. Box
9011, Princeton, New Jersey 08543-9011, Attention: Mark B. Goldfus, Secretary,
or to 1-800-456-4587 ext. 123.
SHAREHOLDER PROPOSALS
If a shareholder intends to present a proposal at the 1996 Annual Meeting
of Shareholders of the Fund, which is anticipated to be held in September 1996,
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 March 25, 1996.
By Order of the Board of Trustees
MARK B. GOLDFUS
Secretary
Dated: July 28, 1995.
8
<PAGE>
COMMON SHARES
MUNIVEST PENNSYLVANIA INSURED FUND
P.O. Box 9011
Princeton, New Jersey 08543-9011
PROXY
This proxy is solicited on behalf of the Board of Trustees
The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Mark B.
Goldfus 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 Pennsylvania Insured Fund (the "Fund") held of
record by the undersigned on July 14, 1995 at the annual meeting of shareholders
of the Fund to be held on September 8, 1995 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)
- --------------------------------------------------------------------------------
1. ELECTION OF TRUSTEES
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.)
Herbert I. London, Robert R. Martin, Andre F. Perold, 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: , 1995
-----------------------------------------
X
-----------------------------------------------------
Signature
X
-----------------------------------------------------
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
Please mark boxes / / or /x/ in blue or black ink.
<PAGE>
AUCTION MARKET
PREFERRED SHARES
MUNIVEST PENNSYLVANIA INSURED FUND
P.O. Box 9011
Princeton, New Jersey 08543-9011
PROXY
This proxy is solicited on behalf of the Board of Trustees
The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Mark B.
Goldfus 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 Pennsylvania Insured Fund
(the "Fund") held of record by the undersigned on July 14, 1995 at the annual
meeting of shareholders of the Fund to be held on September 8, 1995 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)
- --------------------------------------------------------------------------------
1. ELECTION OF TRUSTEES
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.)
James H. Bodurtha, Herbert I. London, Robert R. Martin, Joseph L. May,
Andre F. Perold, 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: , 1995
-----------------------------------------
X
-----------------------------------------------------
Signature
X
-----------------------------------------------------
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
Please mark boxes / / or /x/ in blue or black ink.
