<PAGE>
As filed with the Securities and Exchange Commission on August 26, 1997
SCHEDULE 14A
(Rule 14a - 101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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
MuniYield Insured 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) (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
-------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
Notes:
-----------
/1/ Set forth the amount on which the filing fee is calculated and
state how it was determined.
<PAGE>
MUNIYIELD INSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
----------------
NOTICE OF 1997 ANNUAL MEETING OF STOCKHOLDERS
----------------
OCTOBER 9, 1997
To The Stockholders of MuniYield Insured Fund, Inc.:
Notice is hereby given that the 1997 Annual Meeting of Stockholders (the
"Meeting") of MuniYield Insured Fund, Inc. (the "Fund") will be held at the
offices of Merrill Lynch Asset Management, 800 Scudders Mill Road, Plainsboro,
New Jersey, on Thursday, October 9, 1997 at 10:15 a.m. for the following
purposes:
(1) To elect a Board of Directors to serve for the ensuing year;
(2) To consider and act upon a proposal to ratify the selection of 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 August 12, 1997 as
the record date for the determination of stockholders entitled to notice of
and to vote at the Meeting or any adjournment thereof.
A complete list of the stockholders of the Fund entitled to vote at the
Meeting will be available and open to the examination of any stockholder of
the Fund for any purpose germane to the Meeting during ordinary business hours
from and after September 25, 1997, at the office of the Fund, 800 Scudders
Mill Road, Plainsboro, New Jersey. You are cordially invited to attend the
Meeting. STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE
REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT
PROMPTLY IN THE ENVELOPE PROVIDED FOR THIS PURPOSE. The enclosed proxy is
being solicited on behalf of the Board of Directors of the Fund.
By Order of the Board of Directors
Patrick D. Sweeney
Secretary
Plainsboro, New Jersey
Dated: August 26, 1997
<PAGE>
PROXY STATEMENT
----------------
MUNIYIELD INSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
----------------
1997 ANNUAL MEETING OF STOCKHOLDERS
----------------
OCTOBER 9, 1997
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of MuniYield Insured Fund, Inc., a
Maryland corporation (the "Fund"), to be voted at the 1997 Annual Meeting of
Stockholders of the Fund (the "Meeting"), to be held at the offices of Merrill
Lynch Asset Management, L.P. ("MLAM"), 800 Scudders Mill Road, Plainsboro, New
Jersey, on Thursday, October 9, 1997 at 10:15 a.m. The approximate mailing
date of this Proxy Statement is August 28, 1997.
All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon or otherwise as
provided therein. Unless instructions to the contrary are marked, proxies will
be voted for the election of the Board of Directors to serve for the ensuing
year, and for the ratification of the selection of independent auditors to
serve for the Fund's current fiscal year. Any proxy may be revoked at any time
prior to the exercise thereof by giving written notice to the Secretary of the
Fund at the Fund's address indicated above or by voting in person at the
Meeting.
The Board of Directors has fixed the close of business on August 12, 1997 as
the record date (the "Record Date") for the determination of stockholders
entitled to notice of and to vote at the Meeting and at any adjournment
thereof. Stockholders on the Record Date will be entitled to one vote for each
share held, with no shares having cumulative voting rights. As of the Record
Date, the Fund had outstanding 61,351,136 shares of common stock, par value
$.10 per share ("Common Stock"), and 17,600 shares of auction market preferred
stock, par value $.05 per share and liquidation preference of $25,000 per
share plus an amount equal to accumulated but unpaid dividends thereon
("AMPS"). To the knowledge of the Fund, as of the Record Date, no person is
the beneficial owner of more than five percent of the outstanding shares of
Common Stock or five percent of the outstanding AMPS.
With respect to Item 1 Election of Directors, holders of AMPS, voting
separately as a class, are entitled to elect the two Directors designated
below and holders of AMPS and Common Stock, voting together as a class, are
entitled to elect the remaining Directors. Assuming a quorum is present, (i)
election of the two Directors to be elected by the holders of AMPS, voting
separately as a class, will require the affirmative vote of a majority of the
votes cast by the holders of AMPS represented at the Meeting and entitled to
vote; (ii) election of the
<PAGE>
remaining Directors will require the affirmative vote of a majority of the
votes cast by the holders of shares of Common Stock 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
Stock and AMPS represented at the Meeting and entitled to vote, voting
together as a single class.
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.
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 proxies of the holders of shares of AMPS, voting separately as a
class, will be voted in favor of the two (2) persons designated as
Directors to be elected by holders of AMPS; and
(2) All proxies of the holders of shares of AMPS and Common Stock, voting
together as a single class, will be voted in favor of the four (4) persons
designated as Directors to be elected by holders of Common Stock and AMPS.
The Board of Directors of the Fund knows of no reason why any of these
nominees will be unable to serve, but in the event of any such unavailability,
the proxies received will be voted for such substitute nominee or nominees as
the Board of Directors may recommend.
Certain information concerning the nominees, including their designated
classes, is set forth as follows:
TO BE ELECTED BY HOLDERS OF AMPS, VOTING SEPARATELY AS A CLASS:
<TABLE>
<CAPTION>
SHARES
PRINCIPAL OCCUPATIONS BENEFICIALLY
NAME AND ADDRESS OF DURING PAST FIVE YEARS DIRECTOR OWNED AT
NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE THE RECORD DATE
------------------- --- --------------------------- -------- ----------------
COMMON
STOCK AMPS
------ ----
<S> <C> <C> <C> <C> <C>
Walter Mintz (1)(2)..... 68 Special Limited Partner of 1992 0 0
1114 Avenue of the Cumberland Associates
Americas (investment partnership) since
New York, New York 10036 1982.
Melvin R. Seiden 66 Director of Silbanc Properties, 1992 0 0
(1)(2).................. Ltd. (real estate, investments
780 Third Avenue and consulting) since 1987;
Suite 2502 Chairman and President of
New York, New York 10017 Seiden & de Cuevas, Inc.
(private investment firm) from
1964 to 1987.
</TABLE>
2
<PAGE>
TO BE ELECTED BY HOLDERS OF AMPS AND COMMON STOCK, VOTING TOGETHER AS A SINGLE
CLASS:
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
PRINCIPAL OCCUPATIONS OWNED AT
DURING PAST FIVE YEARS DIRECTOR THE RECORD
NAME AND ADDRESS OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE DATE
--------------------------- --- --------------------------- -------- --------------
COMMON
STOCK AMPS
------ ----
<S> <C> <C> <C> <C> <C>
Joe Grills (1)(2)......... 62 Member of the Committee of 1994 0 0
183 Soundview Lane Investment of Employee Benefit
New Canaan, Connecticut 06840 Assets of the 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
Corporation ("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; Member of the
Investment Advisory Committee
of the Howard Hughes Medical
Institute; Director, Duke
Management Company and LaSalle
Street Fund since 1995;
Director Kimco Realty
Corporation since January 1997.
Robert S. Salomon, Jr. (1)(2).. 60 Principal of STI Management 1996 0 0
106 Dolphin Cove Quay (investment adviser); Director,
Stamford, Connecticut 06902 Common Fund and the Norwalk
Community Technical College
Foundation; Chairman and CEO of
Salomon Brothers Asset
Management from 1992 until
1995; Chairman of Salomon
Brothers equity mutual funds
from 1992 until 1995; Director
of Stock Research and U.S.
Equity Strategist at Salomon
Brothers from 1975 until 1991.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
PRINCIPAL OCCUPATIONS OWNED AT
NAME AND ADDRESS OF DURING PAST FIVE YEARS DIRECTOR THE RECORD
NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE DATE
------------------- --- --------------------------- -------- --------------
COMMON
STOCK AMPS
------ ----
<S> <C> <C> <C> <C> <C>
Stephen B. Swensrud 64 Chairman of Fernwood Associates 1992 0 0
(1)(2).................. (financial consultants) since
24 Federal Street 1975.
Suite 400
Boston, Massachusetts
02110
Arthur Zeikel (1)(3).... 65 President of Fund Asset 1992 0 0
P.O. Box 9011 Management, L.P. ("FAM") (which
Princeton, New Jersey term as used herein includes
08543-9011 its corporate predecessors)
since 1977; President of MLAM
(which term as used herein
includes its corporate
predecessors) since 1977;
President and Director of
Princeton Services, Inc.
("Princeton Services") since
1993; Executive Vice President
of Merrill Lynch & Co., Inc.
("ML & Co.") since 1990;
Director of Merrill Lynch Funds
Distributor, Inc. ("MLFD")
since 1977.
</TABLE>
- --------
(1) Each of the nominees is a director, trustee or member of an advisory board
of certain other investment companies for which FAM or MLAM acts as
investment adviser.
(2) Member of the Audit Committee of the Board of Directors.
(3) Interested person, as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of the Fund.
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 October 31, 1996, the Board of Directors held
five meetings and the Audit Committee held four meetings. Each of the
Directors then in office attended at least 75% of the aggregate of the total
number of meetings of the Board of Directors and, if a member, 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 ten percent of a registered class of the Fund's equity securities,
to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with
the Securities and Exchange Commission ("SEC") and the New York Stock
Exchange. Officers, directors and greater than ten percent stockholders are
required by SEC regulations to furnish the Fund with copies of all Forms 3, 4
and 5 they file.
4
<PAGE>
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 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. FAM, the 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 (each a "non-affiliated Director") a
fee of $4,000 per year plus $1,000 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
$4,000 per year plus $750 per meeting attended, together with such Director's
out-of-pocket expenses relating to attendance at meetings. These fees and
expenses aggregated $79,436 for the fiscal year ended October 31, 1996.
The following table sets forth for the fiscal year ended October 31, 1996
compensation paid by the Fund to the non-affiliated Directors and, for the
calendar year ending December 31, 1996, 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
COMPENSATION ACCRUED AS PART FUNDS PAID TO
NAME OF DIRECTOR FROM FUND OF FUND EXPENSES DIRECTORS
---------------- ------------ ------------------- ----------------
<S> <C> <C> <C>
Joe Grills(1) $15,000 None $167,000
Walter Mintz(1) $15,000 None $164,000
Robert S. Salomon, Jr.(1) $12,917 None $187,167
Melvin R. Seiden(1) $15,000 None $164,000
Stephen B. Swensrud(1) $13,250 None $154,250
</TABLE>
- --------
(1) The Directors serve on the boards of FAM/MLAM Advised Funds as follows:
Mr. Grills (19 registered investment companies consisting of 47 portfolios);
Mr. Mintz (18 registered investment companies consisting of 37 portfolios);
Mr. Salomon (18 registered investment companies consisting of 37
portfolios); Mr. Seiden (18 registered investment companies consisting of 37
portfolios); Mr. Swensrud (21 registered investment companies consisting of
52 portfolios).
5
<PAGE>
Officers of the Fund. The Board of Directors has elected eight officers of
the Fund. The following sets forth information concerning each of these
officers:
<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION OFFICE AGE SINCE
----------------------------- ------ --- -------
<S> <C> <C> <C>
Arthur Zeikel............................................ President 65 1992
President of FAM since 1977; President of MLAM since
1977; President and Director of Princeton Services
since 1993; Executive Vice President of ML & Co. since
1990; Director of MLFD since 1977.
Terry K. Glenn........................................... Executive Vice President 56 1992
Executive Vice President of FAM and MLAM since 1983; Ex-
ecutive Vice President and Director of Princeton Serv-
ices since 1993; President of MLFD since 1986 and Di-
rector thereof since 1991; President of Princeton Ad-
ministrators, L.P. since 1988.
Vincent R. Giordano...................................... Vice President 53 1992
Senior Vice President of FAM and MLAM since 1984.
Kenneth A. Jacob......................................... Vice President 46 1992
Vice President of FAM and MLAM since 1984.
William R. Bock.......................................... Vice President 61 1997
Vice President of MLAM since 1989.
Donald C. Burke.......................................... Vice President 37 1993
Vice President and Director of Taxation of MLAM since
1990.
Gerald M. Richard........................................ Treasurer 48 1992
Senior Vice President and Treasurer of FAM and MLAM
since 1984; Treasurer of MLFD since 1984 and Vice Pres-
ident since 1981.
Patrick D. Sweeney....................................... Secretary 43 1997
Vice President of FAM and MLAM since 1990.
</TABLE>
Stock Ownership. At the Record Date, the Directors and officers of the Fund
as a group (13 persons) owned an aggregate of less than 1% of the Common Stock
of the Fund outstanding at such date. At such date, Mr. Zeikel, a Director of
the Fund, and the 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") 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 several other investment companies
for which FAM or its affiliate, MLAM acts as investment adviser. The fees
received by E&Y from these other entities are substantially
6
<PAGE>
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 the other entities described above in
its evaluation of the independence of E&Y with respect to the Fund.
Deloitte & Touche LLP ("D&T") served as the Fund's independent auditors from
the commencement of the Fund's operations through the fiscal year ended
October 31, 1996. In January 1997, the Fund acquired all of the assets and
assumed all of the liabilities of MuniYield Insured Fund II, Inc. ("Insured
II") in consideration for the issuance to Insured II of shares of the Fund's
Common Stock and a newly-created series of Auction Market Preferred Stock
(collectively, the "Reorganization"). In connection with the Reorganization,
the Board of Directors determined to retain E&Y, the independent auditors for
Insured II, as independent auditors for the Fund for the fiscal year ending
October 31, 1997. The report of D&T on the Fund's financial statements did not
contain an adverse opinion or a disclaimer of opinion, nor was it qualified or
modified as to uncertainty, audit scope, or accounting principles. This change
in accountants was recommended by the Audit Committee of the Board of
Directors. During the Fund's two most recently completed fiscal years and for
the period subsequent to the dismissal of D&T, there were no disagreements
with D&T on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.
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.
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. Assuming a quorum is present, (1) the affirmative vote of a majority of
the votes cast by the holders of AMPS, present in person or by proxy at the
Meeting and entitled to vote, voting separately as a class, is required for
the election of the two (2) persons designated as Directors to be elected by
the holders of AMPS; (2) the affirmative vote of a majority of the votes cast
by the holders of the AMPS and the Common Stock, present in person or by proxy
at the Meeting and entitled to vote, voting together as a single class, is
required for the election of the remaining Directors (Item 1); and (3) the
proposal to ratify the selection of the Fund's independent auditors (Item 2)
may be approved by the affirmative vote of a majority of the Common Stock and
the AMPS, present in person or by proxy at the Meeting and entitled to vote,
voting together as a single class.
7
<PAGE>
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 New
York Stock Exchange, such broker-dealer firms may, without instructions from
their customers and clients, grant authority to the proxies designated to vote
on the election of Directors (Item 1) and ratification of the selection of
independent auditors (Item 2) if no instructions have been received prior to
the date specified in the broker-dealer firm's request for voting
instructions. Accordingly, the Fund will include shares held of record by
broker-dealers as to which such authority has been granted in its tabulation
of the total number of votes present for purposes of determining whether the
necessary quorum of stockholders exists. Proxies that are returned but that
are marked "abstain" or on which a broker-dealer has declined to vote on any
proposal ("broker non-votes") will be counted as present for the purposes of a
quorum. Merrill Lynch has advised the Fund that it intends to exercise
discretion over shares held in its name for which no instructions have been
received by voting such shares in the same proportion as it has voted shares
for which it has received instructions. Abstentions and broker non-votes will
not be counted as votes cast. Abstentions and broker non-votes, therefore,
will 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 October 31, 1996 to any stockholder upon request. Such
requests should be directed to MuniYield Insured Fund, Inc., P.O. Box 9011,
Princeton, New Jersey 08543-9011, Attention: Patrick D. Sweeney, Secretary, or
to 1-800-456-4587 ext. 123.
STOCKHOLDER PROPOSALS
If a stockholder intends to present a proposal at the 1998 Annual Meeting of
Stockholders of the Fund, which is anticipated to be held in October 1998, and
desires to have the proposal included in the Fund's proxy statement and form
of proxy for that meeting, the stockholder must deliver the proposal to the
offices of the Fund by April 28, 1998.
By Order of the Board of Directors
Patrick D. Sweeney
Secretary
Dated: August 26, 1997
8
<PAGE>
COMMON STOCK
MUNIYIELD INSURED FUND, INC.
P.0 Box 9011
Princeton, New Jersey 08543-9011
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
Ira P. Shapiro 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 MuniYield Insured Fund, Inc. (the "Fund") held
of record by the undersigned on August 12, 1997 at the annual meeting of
stockholders of the Fund to be held on October 9, 1997 or any adjournment
thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted for Proposals 1 and 2.
(Continued and to be signed on the reverse side)
<PAGE>
1. ELECTION OF DIRECTORS FOR all nominees listed below
(except as marked to the contrary below) [_]
WITHHOLD AUTHORITY
to vote for all nominees listed below [_]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEES'S NAME IN THE LIST BELOW.) JOE GRILLS,
STEPHEN B. SWENSURD, ROBERT S. SALOMON, JR., Arthur Zeikel
FOR [_] AGAINST [_] ABSTAIN [_]
2. Proposal to ratify the selection of Ernst & Young LLP as the independent
auditors of the Fund to serve for the current fiscal year.
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__________________________1997
X__________________________________
Signature
X__________________________________
Signature, if held jointly
PLEASE MARK BOXES[_] OR [X] IN BLUE OR BLACK INK. SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
<PAGE>
AUCTION MARKET
PREFERRED STOCK
MUNIYIELD INSURED FUND, INC.
P.0 Box 9011
Princeton, New Jersey 08543-9011
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Ira P.
Shapiro 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 of the shares of Auction Market Preferred Stock of MuniYield Insured Fund,
Inc. (the "Fund") held of record by the undersigned on August 12, 1997 at the
annual meeting of stockholders of the Fund to be held on October 9, 1997 or any
adjournment thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted for Proposals 1 and 2.
(Continued and to be signed on the reverse side)
<PAGE>
1. ELECTION OF DIRECTORS FOR all nominees listed below
(except as marked to the contrary below) [_]
WITHHOLD AUTHORITY
to vote for all nominees listed below [_]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEES'S NAME IN THE LIST BELOW.) JOE GRILLS,
STEPHEN B. SWENSURD, ROBERT S. SALOMON, JR., ARTHUR ZEIKEL, WALTER MINTZ,
MELVIN R. SEIDEN
FOR [_] AGAINST [_] ABSTAIN [_]
2. Proposal to ratify the selection of Ernst & Young LLP as the independent
auditors of the Fund to serve for the current fiscal year.
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__________________________1997
X__________________________________
Signature
X__________________________________
Signature, if held jointly
PLEASE MARK BOXES[_] OR [X] IN BLUE OR BLACK INK. SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
