<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant / /
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 MICHIGAN INSURED FUND, INC.
------------------------------------------------------------------------
(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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A
/ / $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 (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>
MUNIYIELD MICHIGAN INSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS
------------------------
SEPTEMBER 9, 1996
TO THE STOCKHOLDERS OF MUNIYIELD MICHIGAN INSURED FUND, INC.:
Notice is hereby given that the 1996 Annual Meeting of Stockholders (the
'Meeting') of MuniYield Michigan Insured Fund, Inc. (the 'Fund') will be held at
the offices of Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road,
Plainsboro, New Jersey, on Monday, September 9, 1996 at 10:00 A.M. for the
following purposes:
(1) To elect a Board of Directors to serve for the ensuing year;
(2) To consider and act upon a proposal to ratify the selection of
Ernst & Young LLP to serve as independent auditors of the Fund for its
current fiscal year; and
(3) To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on July 15, 1996 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting or any adjournment thereof.
A complete list of the stockholders of the Fund entitled to vote at the
Meeting will be available and open to the examination of any stockholder of the
Fund for any purpose germane to the Meeting during ordinary business hours from
and after August 26, 1996, at the office of the Fund, 800 Scudders Mill Road,
Plainsboro, New Jersey 08536. You are cordially invited to attend the Meeting.
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO
COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED FOR THIS PURPOSE. The enclosed proxy is being solicited on
behalf of the Board of Directors of the Fund.
By Order of the Board of Directors
MARK B. GOLDFUS
Secretary
Plainsboro, New Jersey
Dated: July 22, 1996
<PAGE>
PROXY STATEMENT
------------------------
MUNIYIELD MICHIGAN INSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
1996 ANNUAL MEETING OF STOCKHOLDERS
------------------------
SEPTEMBER 9, 1996
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of MuniYield Michigan Insured Fund,
Inc., a Maryland corporation (the 'Fund'), to be voted at the 1996 Annual
Meeting of Stockholders of the Fund (the 'Meeting'), to be held at the offices
of Merrill Lynch Asset Management, L.P. ('MLAM'), 800 Scudders Mill Road,
Plainsboro, New Jersey, on Monday, September 9, 1996 at 10:00 A.M. The
approximate mailing date of this Proxy Statement is July 24, 1996.
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 above or by voting in person at the Meeting.
The Board of Directors has fixed the close of business on July 15, 1996 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting and at any adjournment thereof. Stockholders on the
record date will be entitled to one vote for each share held, with no shares
having cumulative voting rights. As of July 15, 1996 the Fund had outstanding
7,374,470 shares of common stock, par value $.10 per share ('Common Stock'), and
2,000 shares of auction market preferred stock, par value $.05 per share and
liquidation preference $25,000 per share plus an amount equal to accumulated but
unpaid dividends thereon ('AMPS'). To the knowledge of the Fund, as of July 15,
1996 no person is the beneficial owner of more than five percent of the
outstanding shares of Common Stock or more than five percent of the outstanding
AMPS.
The Board of Directors of the Fund knows of no business other than that
mentioned in Items 1 and 2 of the Notice of Meeting 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>
ITEM 1. ELECTION OF DIRECTORS
At the Meeting, the Board of Directors will be elected to serve until the
next Annual Meeting of Stockholders and until their successors are elected and
qualified. It is intended that all properly executed proxies will be voted
(unless such authority has been withheld in the proxy) as follows:
(1) All such proxies of the holders of AMPS, voting separately by
class, in favor of the two (2) persons designated as Directors to be
elected by holders of AMPS; and
(2) All such proxies of the holders of AMPS and Common Stock, voting
together as a single class, in favor of the four (4) persons designated as
Directors to be elected by holders of AMPS and Common Stock.
The Board of Directors of the Fund knows of no reason why any of these
nominees will be unable to serve, but in the event of any such unavailability,
the proxies received will be voted for such substitute nominee or nominees as
the Board of Directors may recommend.
Certain information concerning the nominees, including their designated
classes, is set forth below:
TO BE ELECTED BY HOLDERS OF AMPS, VOTING SEPARATELY AS A CLASS:
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED AT
JULY 15, 1996
PRINCIPAL OCCUPATIONS --------------
DURING PAST FIVE YEARS DIRECTOR COMMON
NAME AND ADDRESS OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE STOCK AMPS
- ----------------------------------------- ---- ----------------------------------------- --------- ------- -----
<S> <C> <C> <C> <C> <C>
Donald Cecil(1)(2) ...................... 69 Special Limited Partner of Cumberland 1992 0 0
Cumberland Associates Partners (an investment partnership)
1114 Avenue of the Americas since 1982; Member of Institute of
New York, New York 10036 Chartered Financial Analysts; Member
and Chairman of Westchester County
(N.Y.) Board of Transportation.
M. Colyer Crum(1)(2) .................... 64 James R. Williston Professor of 1992 0 0
Soldiers Field Road Investment Management, Harvard Business
Boston, Massachusetts 02163 School, since 1971; Director of
Cambridge Bancorp, Copley Properties,
Inc. and Sun Life Assurance Company of
Canada.
</TABLE>
2
<PAGE>
TO BE ELECTED BY HOLDERS OF COMMON STOCK AND AMPS, VOTING TOGETHER AS A CLASS:
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED AT
JULY 15, 1996
PRINCIPAL OCCUPATIONS --------------
DURING PAST FIVE YEARS DIRECTOR COMMON
NAME ADDRESS OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE STOCK AMPS
- ----------------------------------------- ---- ----------------------------------------- --------- ------- -----
<S> <C> <C> <C> <C> <C>
Edward H. Meyer(1)(2) ................... 69 President of Grey Advertising Inc. since 1992 0 0
Grey Advertising Inc. 1968, Chief Executive Officer since
777 Third Avenue 1970 and Chairman of the Board of
New York, New York 10017 Directors since 1972; Director of The
May Department Stores Company, Bowne &
Co., Inc. (financial printers), Ethan
Allen Interiors, Inc. and Harman
International Industries, Inc.
Jack B. Sunderland(1)(2) ................ 67 President and Director of American 1992 0 0
P.O. Box 7 Independent Oil Company, Inc. (an
West Cornwall, Connecticut 06796 energy company) since 1987; Member of
Council on Foreign Relations since
1971.
J. Thomas Touchton(1)(2) ................ 57 Managing Partner of The Witt-Touchton 1992 0 0
Suite 3405 Company and its predecessor, The Witt
One Tampa City Center Co. (a private investment partnership)
Tampa, Florida 33602 since 1972; Trustee Emeritus of
Washington and Lee University; Director
of TECO Energy Inc. (an electric
utility holding company).
Arthur Zeikel(1)* ....................... 64 President of Fund Asset Management, L.P. 1992 0 0
800 Scudders Mill Road ('FAM', which term as used herein
Plainsboro, New Jersey 08536 includes 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').
</TABLE>
- ------------------
(1) Each of the nominees is a director, trustee or member of an
advisory board of certain other investment companies for
which FAM or MLAM acts as investment adviser. See 'Compensation
of Directors and Officers' below.
(2) Member of the Audit Committee of the Board of Directors.
* Interested person, as defined in the Investment Company Act of 1940,
as amended (the 'Investment Company Act'), of the Fund.
3
<PAGE>
Committees and Board of Directors' Meetings. The Board of Directors has a
standing Audit Committee 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, 1995, the Board of Directors held
four meetings and the Audit Committee held four meetings. All of the Directors
attended at least 75% of the aggregate of the total number of meetings of the
Board of Directors and the total number of meetings held by all committees of
the Board on which they served during such period.
Compliance with Section 16(a) of the Securities Exchange Act of
1934. Section 16(a) of the Securities Exchange Act of 1934, as amended (the
'Exchange Act'), requires the Fund's officers, directors and persons who own
more than ten percent of a registered class of the Fund's equity securities, to
file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the
Securities and Exchange Commission (the 'SEC') and the New York Stock Exchange.
Officers, directors and greater than ten percent stockholders are required by
SEC regulations to furnish the Fund with copies of all Forms 3, 4 and 5 they
file.
Based solely on the Fund's review of the copies of such forms, and
amendments thereto, furnished to it during or with respect to its most recent
fiscal year, and written representations from certain reporting persons that
they were not required to file Form 5 with respect to the most recent fiscal
year, the Fund believes that all of its officers, directors, greater than ten
percent beneficial owners and other persons subject to Section 16 of the
Exchange Act because of the requirements of Section 30 of the Investment Company
Act (i.e., any advisory board member, investment adviser or affiliated person of
the Fund's investment adviser), have complied with all filing requirements
applicable to them with respect to transactions during the Fund's most recent
fiscal year.
Interested Persons. The Fund considers Mr. Zeikel to be an 'interested
person' of the Fund within the meaning of Section 2(a)(19) of the Investment
Company Act because of the positions he holds with FAM and its affiliates. Mr.
Zeikel is the President of the Fund and the 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 Directors of
the Fund who are affiliated with ML & Co. or its subsidiaries. The Fund pays
each Director not affiliated with the investment adviser a fee of $2,500 per
year plus $250 per regular meeting attended, together with such Director's
actual out-of-pocket expenses relating to attendance at meetings. The Fund also
pays each member of its Audit Committee a fee of $500 per year plus $125 per
meeting attended, together with such Director's out-of-pocket expenses relating
to attendance at meetings. These fees and expenses aggregated $22,945 for the
fiscal year ended October 31, 1995.
The following table sets forth, for the fiscal year ended October 31, 1995,
compensation paid by the Fund to the non-affiliated Directors and, for the
calendar year ended December 31, 1995, the aggregate compensation
4
<PAGE>
paid by all registered investment companies advised by FAM and its affiliate,
MLAM ('FAM/MLAM Advised Funds') to the non-affiliated Directors.
<TABLE>
<CAPTION>
PENSION OR RETIREMENT AGGREGATE COMPENSATION FROM
COMPENSATION BENEFITS ACCRUED AS PART FUND AND FAM/MLAM
NAME OF DIRECTOR FROM FUND OF FUND EXPENSES ADVISED FUNDS PAID TO DIRECTORS
- --------------------------------------- ------------ ------------------------- -------------------------------
<S> <C> <C> <C>
Donald Cecil(1) $4,125 None $271,850
M. Colyer Crum(1) $4,500 None $126,600
Edward H. Meyer(1) $3,750 None $239,225
Jack B. Sunderland(1) $4,500 None $134,600
J. Thomas Touchton(1) $4,125 None $134,600
</TABLE>
- ------------------
(1) In addition to the Fund, the Directors serve on the Boards of other FAM/MLAM
Advised Funds as follows: Mr. Cecil (34 funds and portfolios), Mr. Crum (17
funds and portfolios), Mr. Meyer (34 funds and portfolios), Mr. Sunderland
(28 funds and portfolios) and Mr. Touchton (28 funds and portfolios).
Officers of the Fund. The Board of Directors has elected eight officers of
the Fund. The following sets forth information concerning each of these
officers:
<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION OFFICE AGE SINCE
- --------------------------------------------------------------------------------- --------------- --- -------
<S> <C> <C> <C>
Arthur Zeikel ................................................................... President 64 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.
Terry K. Glenn .................................................................. Executive Vice 55 1992
Executive Vice President of FAM and MLAM since 1983; Executive Vice President 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 ............................................................. Vice President 51 1992
Senior Vice President of FAM and MLAM since 1984 and Vice President of MLAM
from 1980 to 1984; Senior Vice President of Princeton Services since 1993.
Kenneth A. Jacob ................................................................ Vice President 45 1992
Vice President of FAM and MLAM since 1984; employed by MLAM since 1978.
Fred K. Stuebe .................................................................. Vice President 45 1989
Vice President of MLAM since 1989.
Donald C. Burke ................................................................. Vice President 36 1993
Vice President and Director of Taxation of MLAM since 1990.
Gerald M. Richard ............................................................... Treasurer 47 1992
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 49 1992
Vice President of FAM and MLAM since 1985.
</TABLE>
Stock Ownership. At July 15, 1996 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 and owned none of the AMPS outstanding at
such date. At such date, Mr. Zeikel, a Director and officer of the Fund, and the
other officers of the Fund owned an aggregate of less than 1% of the outstanding
shares of common stock of ML & Co.
5
<PAGE>
ITEM 2. SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Fund, including a majority of the Directors
who are not interested persons of the Fund, has selected the firm of Ernst &
Young LLP ('E&Y'), independent auditors, to examine the financial statements of
the Fund for the current fiscal year. The Fund knows of no direct or indirect
financial interest of E&Y in the Fund. Such appointment is subject to
ratification or rejection by the stockholders of the Fund. Unless a contrary
specification is made, the accompanying proxy will be voted in favor of
ratifying the selection of such auditors.
E&Y also acts as independent auditors for other investment companies for
which FAM or MLAM acts as investment adviser. The fees received by E&Y from
these other entities are greater, in the aggregate, than the total fees received
by it from the Fund. The Board of Directors of the Fund considered the fact that
E&Y has been retained as the independent auditors for these other investment
companies in its evaluation of the independence of E&Y with respect to the Fund.
Representatives of E&Y are expected to be present at the Meeting and will
have the opportunity to make a statement if they so desire and to respond to
questions from stockholders.
ADDITIONAL INFORMATION
The expenses of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the Fund. The
Fund will reimburse banks, brokers and others for their reasonable expenses in
forwarding proxy solicitation material to the beneficial owners of the shares of
the Fund. The Fund may also hire proxy solicitors at the expense of the Fund.
In order to obtain the necessary quorum at the Meeting (i.e., a majority of
the shares of each class of the Fund's securities entitled to vote at the
Meeting, present in person or by proxy), supplementary solicitation may be made
by mail, telephone, telegraph or personal interview by officers of the Fund. It
is anticipated that the cost of such supplementary solicitation, if any, will be
nominal.
All shares represented by properly executed proxies, unless such proxies
have previously been revoked, will be voted at the Meeting in accordance with
the directions on the proxies; if no direction is indicated, the shares will be
voted 'FOR' the Director nominees and 'FOR' the ratification of E&Y as
independent auditors.
The Directors are to be elected by class vote, two Directors being elected
by the holders of AMPS and the remaining Directors by the holders of AMPS and
Common Stock, voting together as a single class. At a meeting at which a quorum
is duly constituted, (i) the affirmative vote of a majority of the votes cast by
the holders of AMPS, voting separately as a class in person or by proxy, is
required for the election of the two (2) persons designated as Directors to be
elected by the holders of AMPS; (ii) the affirmative vote of the holders of a
majority of the votes cast by the holders of AMPS and Common Stock, voting
together as a single class in person or by proxy, is required for the election
of the remaining Directors (Item 1); and (iii) the proposal to ratify the
selection of the Fund's independent auditors (Item 2) may be approved by the
affirmative vote of a majority of the votes cast by the holders of Common Stock
and AMPS, voting together as a single class in person or by proxy.
Broker-dealer firms, including Merrill Lynch, Pierce, Fenner & Smith
Incorporated ('Merrill Lynch'), holding Fund shares in 'street name' for the
benefit of their customers and clients will request the instructions of such
customers and clients on how to vote their shares on each Item before the
Meeting. The Fund understands
6
<PAGE>
that, under the rules of the New York Stock Exchange, such broker-dealer firms
may, without instructions from their customers and clients, grant authority to
the proxies designated to vote on the election of Directors (Item 1) and
ratification of the selection of independent auditors (Item 2) if no
instructions have been received prior to the date specified in the broker-dealer
firm's request for voting instructions. The Fund will include shares held of
record by broker-dealers as to which such authority has been granted in its
tabulation of the total number of votes present for purposes of determining
whether the necessary quorum of stockholders exists. Proxies which are returned
to the Fund 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 purposes of a quorum. Merrill Lynch has advised the Fund that it intends to
exercise discretion over the shares held in its name for which no instructions
have been received by voting such shares on Items 1 and 2 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 and therefore will have no
effect on the vote on either Item 1 or Item 2.
ADDRESS OF INVESTMENT ADVISER
The principal office of FAM is located at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536.
ANNUAL REPORT DELIVERY
The Fund will furnish, without charge, a copy of its annual report for the
fiscal year ended October 31, 1995 to any stockholder upon request. Such
requests should be directed to MuniYield Michigan Insured Fund, Inc., P.O. Box
9011, Princeton, New Jersey 08543-9011, Attention: Mark B. Goldfus, or to
1-800-456-4587 ext. 123.
STOCKHOLDER PROPOSALS
If a stockholder intends to present a proposal at the 1997 Annual Meeting
of Stockholders of the Fund, which is anticipated to be held in September 1997,
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 March 24, 1997.
By Order of the Board of Directors
MARK B. GOLDFUS
Secretary
Dated: July 22, 1996
7
<PAGE>
COMMON STOCK
MUNIYIELD MICHIGAN INSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
P R O X Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Arthur Zeikel,
Terry K. Glenn and 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
Stock of MuniYield Michigan Insured Fund, Inc. (the
'Fund') held of record by the undersigned on July
15, 1996 at the annual meeting of stockholders of
the Fund to be held on September 9, 1996 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>
PLEASE MARK BOXES /X/ OR /X/ IN BLUE OR BLACK INK.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) / / to vote for all nominees listed below / /
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
EDWARD H. MEYER, JACK B. SUNDERLAND, J. THOMAS TOUCHTON AND ARTHUR ZEIKEL
2. Proposal to ratify the selection of Ernst & Young LLP as the independent
auditors of the Fund to serve for the current fiscal year.
FOR / / AGAINST / / ABSTAIN / /
3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name
appears hereon. When shares
are held by joint tenants,
both should sign. When signing
as attorney or as executor,
administrator, trustee or
guardian, please give full
title as such. If a
corporation, please sign in
full corporate name by
president or other authorized
officer. If a partnership,
please sign in partnership
name by authorized persons.
Dated: _________________, 1996
X ____________________________
Signature
X ____________________________
Signature, if held jointly
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
<PAGE>
AUCTION MARKET
PREFERRED STOCK
MUNIYIELD MICHIGAN INSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
P R O X Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Arthur Zeikel,
Terry K. Glenn and 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 Stock of MuniYield Michigan Insured
Fund, Inc. (the 'Fund') held of record by the
undersigned on July 15, 1996 at the annual meeting
of stockholders of the Fund to be held on
September 9, 1996 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>
PLEASE MARK BOXES /X/ OR /X/ IN BLUE OR BLACK INK.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) / / to vote for all nominees listed below / /
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
DONALD CECIL, M. COLYER CRUM, EDWARD H. MEYER, JACK B. SUNDERLAND, J. THOMAS
TOUCHTON AND ARTHUR ZEIKEL
2. Proposal to ratify the selection of Ernst & Young LLP as the independent
auditors of the Fund to serve for the current fiscal year.
FOR / / AGAINST / / ABSTAIN / /
3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Please sign exactly as name
appears hereon. When shares
are held by joint tenants,
both should sign. When signing
as attorney or as executor,
administrator, trustee or
guardian, please give full
title as such. If a
corporation, please sign in
full corporate name by
president or other authorized
officer. If a partnership,
please sign in partnership
name by authorized persons.
Dated: _________________, 1996
X ____________________________
Signature
X ____________________________
Signature, if held jointly
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
