<PAGE>
MUNIINSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
NOTICE OF 1995 ANNUAL MEETING OF STOCKHOLDERS
MAY 12, 1995
------------------------
TO THE STOCKHOLDERS OF MUNIINSURED FUND, INC.:
Notice is hereby given that the 1995 Annual Meeting of Stockholders (the
'Meeting') of MuniInsured Fund, Inc. (the 'Fund') will be held at the offices of
Merrill Lynch Asset Management, 800 Scudders Mill Road, Plainsboro, New Jersey,
on Friday, May 12, 1995 at 11:45 A.M. for the following purposes:
(1) To elect two Directors to serve until the 1998 Annual Meeting of
Stockholders;
(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 March 17, 1995 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 April 28, 1995, at the office of the Fund, 800 Scudders Mill Road,
Plainsboro, New Jersey. You are cordially invited to attend the Meeting.
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO
COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED FOR THIS PURPOSE. The enclosed proxy is being solicited on
behalf of the Board of Directors of the Fund.
By Order of the Board of Directors
MARK B. GOLDFUS
Secretary
Plainsboro, New Jersey
Dated: April 3, 1995
<PAGE>
PROXY STATEMENT
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MUNIINSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
1995 ANNUAL MEETING OF STOCKHOLDERS
MAY 12, 1995
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of MuniInsured Fund, Inc., a
Maryland corporation (the 'Fund'), to be voted at the 1995 Annual Meeting of
Stockholders of the Fund (the 'Meeting'), to be held at the offices of Merrill
Lynch Asset Management ('MLAM'), 800 Scudders Mill Road, Plainsboro, New Jersey,
on Friday, May 12, 1995 at 11:45 A.M. The approximate mailing date of this
Proxy Statement is April 6, 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 two Directors to serve until the 1998 Annual
Meeting of Stockholders 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.
The Board of Directors has fixed the close of business on March 17, 1995 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 March 17, 1995, the Fund had outstanding
8,079,388 shares of common stock, par value $.10 per share. To the knowledge of
the Fund, no person is the beneficial owner of more than five percent of its
outstanding shares.
Approval of Items 1 and 2 will require the affirmative vote of a majority
of votes cast by the Fund's stockholders, voting in person or by proxy, at a
meeting in which a quorum is present and duly constituted. The Board of
Directors of the Fund knows of no business other than that mentioned in Items 1
and 2 of the Notice of Meeting which will be presented for consideration at the
Meeting. If any other matter is properly presented, it is the intention of the
persons named in the enclosed proxy to vote in accordance with their best
judgment.
<PAGE>
ELECTION OF DIRECTORS
Pursuant to the Articles of Incorporation of the Fund, the Board of
Directors is divided into three classes, designated Class I, Class II and Class
III. Each class has a term of office of three years, and each year the term of
office of one class will expire. A Director elected by stockholders will serve
until the Annual Meeting of Stockholders for the year in which his term expires
and until his successor is elected and qualified.
It is the intention of the persons named in the enclosed proxy to nominate
and vote in favor of the election of Harry Woolf and Arthur Zeikel, Directors
whose current terms expire at the Meeting. The Board of Directors of the Fund
knows of no reason why these nominees will be unable to serve, but in the event
of any such unavailability, the proxies received will be voted for such
substitute nominees as the Board of Directors may recommend.
Certain information concerning the nominees and the continuing Directors is
set forth as follows:
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
PRINCIPAL OCCUPATION DURING OF THE FUND
PAST FIVE BENEFICIALLY
YEARS AND PUBLIC DIRECTOR OWNED AT
NAME AND ADDRESS AGE DIRECTORSHIPS(1) SINCE MARCH 17, 1995
- ------------------------------ --- ------------------------------ -------- --------------
Class III Nominees to serve until the 1998 Annual Meeting of Stockholders:
<S> <C> <C> <C> <C>
Harry Woolf(1)(2)(3) ......... 71 Professor and former Director 1987 0
The Institute for of the Institute for Advanced
Advanced Study Study; Member of the
Olden Lane editorial boards of several
Princeton, New Jersey 08540 publishers and journals;
Director, Alex. Brown Mutual
Funds, ATL, Inc. and
Spacelabs Medical, Inc.
Arthur Zeikel(1)(4) .......... 62 President of Fund Asset 1987 0
P.O. Box 9011 Management, L.P. ('FAM')
Princeton, New Jersey (which term as used
08543-9011 hereunder includes its
corporate predecessor);
President of Merrill Lynch
Asset Management, L.P.
('MLAM') (which term as used
hereunder includes its
corporate predecessors);
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 from
1985 to 1990.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
PRINCIPAL OCCUPATION DURING OF THE FUND
PAST FIVE BENEFICIALLY
YEARS AND PUBLIC DIRECTOR OWNED AT
NAME AND ADDRESS AGE DIRECTORSHIPS(1) SINCE MARCH 17, 1995
- ------------------------------ --- ------------------------------ -------- --------------
<S> <C> <C> <C> <C>
Class I Directors serving until the 1996 Annual Meeting of Stockholders:
Joe Grills(1)(2) ............. 60 Member of the Committee of 1994 0
183 Soundview Lane Investment of Employee
New Canaan, Connecticut Benefit Assets of the
06840 Financial Executives
Institute ('CIEBA') since
1986, member of CIEBA's
Executive Committee since
1988 and its Chairman from
1991 to 1992; Assistant
Treasurer of International
Business Machines
Incorporated ('IBM') and
Chief Investment Officer of
IBM Retirement Funds from
1986 until 1993; Member of
the Investment Advisory
Committee of the State of
New York Common Retirement
Fund; Director, Duke
Management Company.
Walter Mintz(1)(2) ........... 66 Special Limited Partner of 1987 0
1114 Avenue of the Americas Cumberland Partners
New York, New York 10036 (investment partnership)
since 1982.
Class II Directors serving until the 1997 Annual Meeting of Stockholders:
Melvin R. Seiden(1)(2) ....... 64 President of Silbanc 1987 0
780 Third Avenue Properties, Ltd. (real estate,
Suite 2502 investments and consulting)
New York, New York 10017 since 1987.
Stephen B. Swensrud(1)(2) .... 61 Principal of Fernwood 1987 0
24 Federal Street Associates (financial
Boston, Massachusetts 02110 consultants); Director,
Nautilus Fund, Inc. and
Hitchiner Manufacturing
Company.
</TABLE>
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(1) Each of the nominees and continuing directors is a director, trustee or
member of an advisory board of certain other investment companies for which
FAM or MLAM acts as investment advisor. See 'Merrill Lynch Investment
Company Directorships' below.
(2) Member of Audit Committee of the Board of Directors.
(3) Although if elected Harry Woolf's term will expire in 1998, under the Fund's
current retirement policy, it is expected that Mr. Woolf will retire as a
Director as of December 31, 1995.
(4) Interested person, as defined in the Investment Company Act of 1940 (the
'Investment Company Act'), of the Fund.
3
<PAGE>
Committees 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. 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 September 30, 1994, the Board of Directors
held four meetings and the Audit Committee held four meetings. Each of the
Directors then in office attended at least 75% of the total number of meetings
of the Board of Directors and, if a member, at least 75% of 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 10% 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 American Stock Exchange.
Officers, directors and greater than 10% 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 10%
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 Form 3s disclosing that Donald C. Burke was elected a Vice President
of the Fund on April 14, 1993, and that Elizabeth Griffin was elected a Senior
Vice President of FAM on April 1, 1993, were not filed on a timely basis. A Form
5 was filed on behalf of Mr. Burke on March 22, 1994. A Form 3 was filed on
behalf of Ms. Griffin on October 4, 1994.
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 position 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 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 $2,600 per year plus $250
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 a fee of $800 per year plus $150 per meeting attended,
together with such Director's out-of-pocket expenses relating to attendance at
meetings. These fees and expenses aggregated $37,693 for the fiscal year ended
September 30, 1994.
4
<PAGE>
The following table sets forth for the fiscal year ended September 30, 1994
compensation paid by the Fund to the non-affiliated Directors and, for the
calendar year ending 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 Directors.
<TABLE>
<CAPTION>
TOTAL COMPENSATION
PENSION OR FROM FUND AND
AGGREGATE RETIREMENT BENEFITS FAM/MLAM ADVISED
NAME OF COMPENSATION ACCRUED AS PART FUNDS PAID TO
DIRECTOR FROM FUND OF FUND EXPENSES DIRECTORS
- --------------------------- --------------------------- --------------------------- ---------------------------
<S> <C> <C> <C>
Joe Grills(1) $5,000 None $190,383
Walter Mintz(1) $5,000 None $157,325
Melvin R. Seiden(1) $5,000 None $157,325
Stephen B. Swensrud(1) $5,000 None $165,325
Harry Woolf(1) $5,000 None $157,325
</TABLE>
- ------------------
(1) In addition to the Fund, the Directors serve on the boards of other FAM/MLAM
Advised Funds as follows: Mr. Grills (18 boards); Mr. Mintz (18 boards); Mr.
Seiden (18 boards); Mr. Swensrud (19 boards); and Mr. Woolf (18 boards).
Officers of the Fund. The Board of Directors has elected six officers of
the Fund. The following table sets forth information concerning each of these
officers:
<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION AGE OFFICE SINCE
- ---------------------------------- --- ------------------------ -------
<S> <C> <C> <C>
Arthur Zeikel...................... 62 President 1987
President and Chief Investment
Officer of FAM since 1977;
President of MLAM since 1977
and Chief Investment Officer
since 1976; 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
Merrill Lynch Funds
Distributor, Inc. ('MLFD').
Terry K. Glenn..................... 54 Executive Vice President 1987
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 thereof since
1991; President of Princeton
Administrators, L.P. since
1988.
Vincent R. Giordano................ 50 Vice President 1987
Senior Vice President of FAM and
MLAM since 1984.
Donald C. Burke.................... 34 Vice President 1993
Vice President and Director of
Taxation of MLAM since 1990;
Employee at Deloitte & Touche
LLP from 1982 to 1990.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION AGE OFFICE SINCE
- ---------------------------------- --- ------------------------ -------
<S> <C> <C> <C>
Gerald M. Richard.................. 45 Treasurer 1987
Senior Vice President and
Treasurer of FAM and MLAM
since 1984; Senior Vice
President and Treasurer of
Princeton Services since 1993;
Vice President of MLFD since
1981 and Treasurer since 1984.
Mark B. Goldfus.................... 48 Secretary 1987
Vice President of FAM and MLAM
since 1985.
</TABLE>
Stock Ownership. At March 17, 1994, the Directors and officers of the Fund
as a group (eleven persons) owned an aggregate of less than 1/4 of 1% of the
common stock of the Fund outstanding at such date. At such date, Mr. Zeikel, 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.
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 D&T 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.
D&T also acts as independent auditors for ML & Co. and all of its
subsidiaries and for substantially all of the 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 Directors 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 stockholders.
6
<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 the Fund 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 two Director nominees and 'FOR' the ratification of D&T as
independent auditors for the Fund.
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 shares on each
Item before the Meeting. The Fund understands that, under the rules of the
American 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
stockholders exists. Proxies which are returned but which are marked 'abstain'
or on which a broker-dealer has declined to vote on any proposal ('broker
non-votes') will be counted as present for the purposes 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.
Abstentions and broker non-votes will not be counted as votes cast. Abstentions
and broker non-votes, therefore, will have no effect on the vote on Item 1 or
Item 2.
ADDRESS OF INVESTMENT ADVISER
The principal office of FAM is located at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536.
ANNUAL REPORT DELIVERY
The Fund will furnish, without charge, a copy of its annual report for the
fiscal year ended September 30, 1994 to any stockholder upon request. Such
requests should be directed to MuniInsured Fund, Inc., P.O. Box 9011,
Princeton, New Jersey 08543-9011, Attention: Mark B. Goldfus, Secretary
or to 1-800-MERRILL x9368 (1-800-637-7455 x9368).
STOCKHOLDER PROPOSALS
If a stockholder intends to present a proposal at the 1996 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 December 6, 1995.
By Order of the Board of Directors
MARK B. GOLDFUS
Secretary
Dated: April 3, 1995
7
