MUNIYIELD MICHIGAN INSURED FUND INC
DEF 14A, 2000-03-17
Previous: ILLINOIS SUPERCONDUCTOR CORPORATION, 497, 2000-03-17
 Next: FRITZ COMPANIES INC, 8-K, 2000-03-17

As filed with the Securities and Exchange Commission on March 17, 2000

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 FLORIDA INSURED FUND
MUNIYIELD PENNSYLVANIA INSURED FUND
MUNIYIELD NEW JERSEY INSURED FUND, INC.
MUNIYIELD MICHIGAN 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)(1) and 0-11.
  (1) Title of each class of securities to which transaction applies:
  (2) Aggregate number of securities to which transaction applies:
        (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
  (4) Proposed maximum aggregate value of transaction:
  (5) Total fee paid:

  [   ] Fee paid previously with preliminary materials:

     [  ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

  (1) Amount previously paid:
  (2) Form, Schedule or Registration Statement No.:
  (3) Filing Party:
  (4) Date Filed:

 
     

 
   

 

 

MUNIYIELD FLORIDA INSURED FUND
MUNIYIELD PENNSYLVANIA INSURED FUND
MUNIYIELD NEW JERSEY INSURED FUND, INC.
MUNIYIELD MICHIGAN INSURED FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011

NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS

April 27, 2000

TO THE STOCKHOLDERS:

     NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Stockholders (the “Meeting”) of each of the above-listed investment companies (each a “Fund” and, collectively, the “Funds”) will be held at the offices of Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road, Plainsboro, New Jersey, on Thursday, April 27, 2000 at the time specified in Exhibit A hereto for the following purposes:

                    (1) To elect members of the Board of Directors/Trustees of each Fund to serve for the ensuing year;
                    (2) (a) To consider and act upon a proposal to ratify the selection of Deloitte & Touche LLP to serve as independent auditors of each Fund (other than MuniYield Michigan Insured Fund, Inc.) for its current fiscal year;

                    (b) To consider and act upon a proposal to ratify the selection of Ernst & Young LLP to serve as independent auditors for MuniYield Michigan Insured Fund, Inc. 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/Trustees (each, a “Board”) of each Fund has fixed the close of business on February 23, 2000 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 each Fund entitled to vote at the Meeting will be available and open to the examination of any stockholder of that Fund for any purpose germane to the Meeting during ordinary business hours from and after April 13, 2000, at the offices 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. If you have been provided with the opportunity on your proxy card or voting instruction form to provide voting instructions via telephone or the internet, please take advantage of these prompt and efficient voting options. The enclosed proxy is being solicited on behalf of the Board of the respective Fund.

 
   

 

 

     If you have any questions regarding the enclosed proxy material or need assistance in voting your shares, please contact our proxy solicitor, Shareholder Communications Corporation at 1-800-645-4519.

 
 

By Order of the Boards of Directors/Trustees

   
 

Alice A. Pellegrino

 

Secretary of the Funds

Plainsboro, New Jersey
Dated: March 17, 2000

 
   

 

 

COMBINED PROXY STATEMENT

MUNIYIELD FLORIDA INSURED FUND
MUNIYIELD PENNSYLVANIA INSURED FUND
MUNIYIELD NEW JERSEY INSURED FUND, INC.
MUNIYIELD MICHIGAN INSURED FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011

2000 ANNUAL MEETING OF STOCKHOLDERS

April 27, 2000

INTRODUCTION

     This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Boards of Directors or Trustees of the above-listed funds (each a “Fund” and, collectively, the “Funds”), to be voted at the 2000 Annual Meeting of Stockholders of each 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, April 27, 2000 at the time specified in Exhibit A hereto. The approximate mailing date of this Proxy Statement is March 22, 2000.

     Each Fund is organized either as a Maryland corporation or a Massachusetts business trust. In each jurisdiction, nomenclature varies. For ease and clarity of presentation throughout the proxy statement, shares of common stock or common shares of beneficial interest of a Fund are referred to as “Shares,” the outstanding Shares together with the outstanding auction market preferred stock or auction market preferred shares (“AMPS”) of a Fund are referred to collectively as the “Capital Stock,” holders of Shares or AMPS are referred to as “Stockholders,” the Board of Directors or Trustees of each of the Funds is referred to as the “Board,” the directors or trustees of each Fund are referred to as “Board members,” the investment adviser of each Fund is referred to as the “Investment Adviser” or “FAM” and each Fund’s Articles of Incorporation or Declaration of Trust is referred to as its “charter.” Unless otherwise indicated, MLAM and Fund Asset Management L.P. (“FAM”) are together referred to as “MLAM.”

     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 members and for the ratification of the selection of independent auditors to serve for the applicable 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 applicable Fund at that Fund’s address indicated above or by voting in person at the Meeting.

     The Board of each Fund has fixed the close of business on February 23, 2000 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, each Fund had outstanding the number of Shares and the number of shares of AMPS indicated in Exhibit A. To the knowledge of each Fund, as of the Record Date, no person is the beneficial owner of more than five percent of its outstanding Shares or AMPS at such date.

     The Board of each 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 BOARD MEMBERS

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

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

       (2) All proxies of the holders of Shares and AMPS, voting together as a single class, in favor of the six (6) persons designated in Exhibit A as Board members to be elected by holders of Shares and AMPS.

     The Board of each 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 for such Fund may recommend.

     Certain information concerning the nominees is set forth below. Additional information concerning the nominees and other information relevant to the election of Board members is set forth in Exhibit A.

TO BE ELECTED BY HOLDERS OF AMPS OF EACH OF THE FUNDS,
VOTING SEPARATELY AS A CLASS

Name and Address of Nominee   Age  
Principal Occupations During Past
Five Years and Public Directorships(1)
 
 

M. Colyer Crum(1)(2)
104 Westcliff Road
Weston, Massachusetts 02193

     

67

     

Currently James R. Williston Professor of Investment
     Management Emeritus, Harvard Business School; James R.
     Williston, Professor of Investment Management, Harvard
     Business School, from 1971 to 1996; Director of
     Cambridge Bancorp.
         

Laurie Simon Hodrick(l)(2)**
809 Uris Hall
3022 Broadway
New York, New York 10027

37

Professor of Finance and Economics, Graduate School of
     Business, Columbia University since 1998; Associate
     Professor of Finance and Economics, Graduate School of
     Business, Columbia University from 1996 to 1998;
     Associate Professor of Finance, J.L. Kellogg Graduate
     School of Management, Northwestern University from
     1992 to 1996. 



 

 
    2 
     


 
 








TO BE ELECTED BY
HOLDERS OF SHARES AND AMPS OF EACH OF
THE FUNDS, VOTING SEPARATELY AS A SINGLE
CLASS




  

    Name and Address of Nominee
     
    Age
     
    
      

        Principal Occupations During Past

        Five Years and Public Directorships(1)
      

    		
  

  

    
      

    		
     
    
      

    		
     
    
      

    		
  

  

    
      
Terry K. Glenn(l)*

        P.O. Box 9011 

        Princeton, New Jersey 08543-9011

    		
    
      
     
    

    
      
59
    

    
      
     
    

    
      
Executive Vice President of MLAM and FAM since 1983;

             Executive Vice President
        and Director of Princeton 

             Services, Inc. (“Princeton Services”)
        since 1993; President 

             of Princeton Funds Distributor, Inc. (“PFD”)
        since 1986 

             and Director thereof since 1991; President of
        Princeton 

             Administrators, L.P. since 1988.

    		
  

  

     
     
     
     
     
  

  

    
      
Jack B. Sunderland(l)(2)

        P. O. Box 7

        West Cornwall, Connecticut 06796

    		
    
      

    

    
      
71
    

    
      

    		
    
      
President and Director of American Independent Oil 

             Company, Inc. (an energy company) since 1987;
        Member 

             of Council on Foreign Relations since 1971.
    

  

  

     
     
     
     
     
  

  

    
      
Stephen B. Swensrud(l)(2)***

        24 Federal Street

        Suite 400

        Boston, Massachusetts 02110

    		
    
      

    		
    
      
66
    

    
      

    		
    
      
Chairman of Fernwood Advisors (investment adviser) 

             since 1996; Principal of Fernwood Associates
        (financial 

             consultants) since 1975; Chairman of R.P.P. Corporation
        

             (Manufacturing) since 1978; Director of International
        

             Mobile Communications, Inc. (Telecommunications)
        

             since 1998.
    

  

  

     
     
     
     
     
  

  

    
      
J. Thomas Touchton(l)(2)

        Suite 3405

        One Tampa City Center

        201 North Franklin Street

        Tampa, Florida 33602

    		
    
      

    		
    
      
61
    

    
      

    		
    
      
Managing Partner of The Witt-Touchton Company and its
        

             predecessor, The Witt Co. (a private investment
        partnership) 

             since 1972; Trustee Emeritus of Washington and
        Lee 

             University; Director of TECO Energy, Inc. (an
        electric utility 

             holding company).
    

  

  

     
     
     
     
     
  

  

    
      
Fred G. Weiss(l)(2)

        16450 Maddalena Place

        Delray Beach, Florida 33446

    		
    
      

    		
    
      
58
    

    
      

    		
    
      
Director of Watson Pharmaceutical, Inc. since 2000; Director
        

             of Parkinsons Advocacy Network since 1999; Managing
        

             Director of FGW Associates since 1997; Vice President,
        

             Planning, Investment and Development of Warner
        Lambert 

             Co. from 1979 to 1997.
    

  

  

     
     
     
     
     
  

  

    
      
Arthur Zeikel(1)*

        300 Woodland Avenue

        Westfield, New Jersey 07090

    		
    
      

    		
    
      
67
    

    
      

    		
    
      
Chairman of FAM and of MLAM (which terms as used herein
        

             include their corporate predecessors) from 1997
        to 1999; 

             President of FAM and MLAM from 1977 to 1997;
        Chairman 

             of Princeton Services from 1997 to 1999, Director
        thereof from 

             1993 to 1999 and President thereof from 1993
        to 1997; 

             Executive Vice President of Merrill Lynch &
        Co., Inc. (“ML 

             & Co.”) from 1990 to 1997.
    

  












(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 Board Members” in Exhibit A.




(2)
Member
of the Audit and Nominating Committee of each Board.




*
Interested
person, as defined in the Investment Company Act of 1940, as amended (the “Investment
Company Act”), of each of the Funds.




**

    On November 4, 1999 the Board of each Fund appointed
      Dr. Hodrick as a Board member of each of the Funds.
  




***
On
March 1, 2000 the Board of each Fund appointed Mr. Swensrud as a Board member
of each of the Funds.




 

 
    3 
     


 
 








     Committee
and Board Meetings. The Board of each Fund has a standing Audit and Nominating
Committee (the “Committee”), which consists of Board members who are not
“interested persons” of the Fund within the meaning of the Investment Company
Act. The principal purpose of the 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 Committee
also reviews and nominates candidates to serve as non-interested Board members.
The non-interested Board members have retained independent legal counsel to
assist them in connection with these duties.




     During
each Fund’s last fiscal year, each of the Board members then in office attended
at least 75% of the aggregate of the total number of meetings of the Board held
during the fiscal year and, if a member, of the total number of meetings of the
Committee held during the period for which he or she served.




     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
officers and directors of each Fund 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.




     Based
solely on each 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, each 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, except that Alice A. Pellegrino inadvertently made a late Form 3
filing reporting her election as Secretary of each of the Funds, which report
indicated that she owned no shares of any of the Funds.




     Interested
Persons. Each Fund considers Messrs. Zeikel and Glenn to be “interested
persons” of the Funds within the meaning of Section 2(a)(19) of the Investment
Company Act because of the positions each holds or has held with FAM and its
affiliates. Mr. Glenn is the President of each Fund.




     Compensation
of Board Members. FAM, the investment adviser of each Fund, pays all
compensation to all officers of the Fund and all Board members of the Fund who
are affiliated with ML& Co. or its subsidiaries. Each Fund pays each Board
member not affiliated with FAM (each a “non-affiliated Board member”) an annual
fee plus a fee for each meeting attended, and each Fund also pays each member
of its Committee, which consists of all of the non-affiliated Board members, an
annual fee plus a fee for each meeting attended, together with such
non-affiliated Board member’s out-of-pocket expenses relating to attendance at
such meetings. Information with respect to fees and expenses paid to the
non-affiliated Directors for each Fund’s most recently completed fiscal year is
set forth in Exhibit A.




     Officers
of the Funds. Information regarding the officers of each Fund is set forth in
Exhibit A. Officers of the Funds are elected and appointed by the Board and
hold office until they resign, are removed or are otherwise disqualified to
serve.




 

 
    4 
     


 
 








     Stock
Ownership. As of the Record Date, none of the nominees was the beneficial owner
of Capital Stock of the Funds except as set forth in the table below:



  

    

      Nominee 		
     
    
      

        

        Fund and Class of Capital Stock 
      

    		
     
    
      

        No. of Shares 

        Held* 
      

    		
     
  

  

    
      

    		
     
    
      

    		
     
    
      

    		
     
  

  

    
      
Terry K. Glenn
    

    
      
     
    

    
      

      
MuniYield Pennsylvania Insured Fund — Common
        Shares
    

    
      
     
    

    
      
76,174
    

     
  

  

    
      
J. Thomas Touchton**
    

     
    
      

      
MuniYield Florida Insured Fund — Common Shares
    

     
    
      
40,000
    

    
      

    

  











  

    * 
    
    Rounded to the nearest share.
  





    ** 
    
    Mr. Touchton’s shares are held in the name
      of The Witt-Touchton Company, an investment Partnership, of which Mr. Touchton
      is Managing Partner.
  




     At the
Record Date, the Board members and officers of each Fund as a group owned an
aggregate of less than 1% of the Shares of the Fund outstanding at such date
and owned none of the AMPS outstanding at such date. At such date, Mr. Zeikel,
a Board member of each Fund, Mr. Glenn, an officer and a Board member of each
Fund and the other officers of each Fund owned an aggregate of less than 1% of
the outstanding shares of common stock of ML & Co.




ITEM 2. RATIFICATION
OF SELECTION OF INDEPENDENT AUDITORS




     The
Board of each Fund (other than MuniYield Michigan Insured Fund, Inc.),
including a majority of the Board members 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 Board of MuniYield Michigan Insured Fund, Inc., including a
majority of the Board members who are not interested persons of MuniYield
Michigan Insured Fund, Inc., have selected Ernst& Young llp (“E&Y”), independent
auditors, to examine the financial statements of MuniYield Michigan Insured
Fund, Inc. for the current fiscal year. No Fund knows of any direct or indirect
financial interest of such auditors in the Fund. Such appointment is subject to
ratification or rejection by the Stockholders of each Fund. Unless a contrary
specification is made, the accompanying proxy will be voted in favor of
ratifying the selection of such auditors.




     D&T acts
as independent auditor for each of the Funds, except MuniYield Michigan Insured
Fund, Inc., for which E&Yacts as independent auditor. D&T also acts as
independent auditors for ML & Co. and all of its subsidiaries and for most
other investment companies advised by FAM or MLAM. E&Y also acts as independent
auditors for other investment companies advised by FAM or MLAM. The fees
received by the independent auditors from these other entities are
substantially greater, in the aggregate, than the total fees received by the
independent auditors from each applicable Fund. The Board of each Fund
considered the fact that (i) D&T has been retained as the independent auditors
for ML & Co. and the other entities described above and (ii) E&Y has been
retained as the independent auditors for other investment companies advised by
FAM or MLAM, in its evaluation of the independence of the independent auditors
with respect to the Fund.




     Representatives
of D&T and E&Y are expected to be present at the Meetings 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 Funds in
proportion to their respective net assets. The Funds will reimburse banks,
brokers and others for their reasonable expenses in forwarding proxy
solicitation material to the beneficial owners of the shares of the Funds.




 

 
    5 
     


 
 









         In order to obtain the necessary
      quorum at the Meeting (i.e., a majority of the shares of each class
      of securities of each 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. Each Fund has retained
      Shareholder Communications Corporation, 17 State Street, New York, New York
      10004, to assist in the solicitation of proxies at a cost to each Fund of
      approximately $3,500 plus out-of-pocket expenses.
  




     All
shares represented by properly executed proxies, unless such proxies have
previously been revoked, will be voted at the Meetings in accordance with the
directions on the proxies; if no direction is indicated, the shares will be
voted “FOR” the Board member nominees and “FOR” the ratification of the
independent auditors.




     With
respect to Item 1. “Election of Board Members,” holders of AMPS, voting
separately as a class, are entitled to elect two Board members and holders of
Capital Stock, voting together as a single class, are entitled to elect the
remaining Board members. Assuming a quorum is present, (A) with respect to
Maryland corporations, (i) election of the two Board members to be elected by
the holders of AMPS, voting separately as a class, will require a plurality of
all votes cast by the holders of AMPS, represented at the Meeting and entitled
to vote; and (ii) election of the remaining Board members will require a
plurality of all votes cast by the holders of Capital Stock represented at the
Meeting and entitled to vote, voting together as a single class; (B) with
respect to Massachusetts business trusts, (i) election of the two Board members
to be elected by the holders of AMPS, voting separately as a class, will
require the affirmative vote of a majority of the AMPS present at the Meeting
in person or by proxy and (ii) election of the remaining Board members will
require the affirmative vote of a majority of the shares of Capital Stock
present at the Meeting in person or by proxy, voting together as a single
class. A “plurality of the votes” means the candidate must receive more votes
than any other candidate for the same position, but not necessarily a majority
of votes cast.




     With
respect to Item 2. “Ratification of Selection of Independent Auditors,”
assuming a quorum is present, (A) with respect to Maryland corporations,
approval will require the affirmative vote of a majority of the votes cast by
the holders of shares of Capital Stock represented at the Meeting and entitled
to vote, voting together as a single class; and (B) with respect to
Massachusetts business trusts, approval will require the affirmative vote of a
majority of the shares of Capital Stock present at the Meeting in person or by
proxy, voting together as a single class.




     Broker-dealer
firms, including Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), holding
shares of each Fund 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 Funds understand 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 Board members (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 Funds will include
shares held of record by broker-dealers as to which such authority has been
granted in their tabulation of the total number of votes present for purposes
of determining whether the necessary quorum of Stockholders exists. Proxies
that are returned to the Fund but that are marked “abstain” or on which a
broker-dealer has declined to vote on any proposal (“broker non-votes”) will be
counted as present for purposes of a quorum. MLPF&S has advised the Fund that it
intends to vote shares held in its name 




 

 
    6 
     


 
 








for which no instructions are
received, except as limited by agreement or applicable law, in the same
proportion as the votes received from beneficial owners of those shares for
which instructions have been received, whether or not held in nominee name.
Abstentions and broker non-votes will not be counted as votes cast. Abstentions
and broker non-votes, therefore, will not have an effect on the vote on Item 1
or Item 2 in the case of Maryland corporations; however, abstentions and broker
non-votes will have the same effect as a vote against Item 1 and Item 2 in the
case of Massachusetts business trusts.




     Management
knows of no other matters to be presented at the Meetings. However, if other
matters are presented for a vote at the meeting or any adjournments thereof,
the proxy holders will vote the Shares and AMPS represented by properly
executed proxies according to their judgment on those matters.




Address of Investment Adviser




     The
principal office of FAM is located at 800 Scudders Mill Road, Plainsboro, New
Jersey 08536.




Annual Report Delivery




     Each
Fund will furnish, without charge, a copy of its Annual Report for the Fund’s
last fiscal year to any Stockholder upon request. Such requests should be
directed to the applicable Fund, P.O. Box 9011, Princeton, New Jersey
08543-9011, Attention: Alice A. Pellegrino, or to 1-800-456-4587 ext. 123.




Stockholder Proposals





         If a Stockholder of a Fund
      intends to present a proposal at the 2001 Annual Meeting of Stockholders
      of a Fund, which is anticipated to be held in April 2001, 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 November 18, 2000.
  







  

     
    By Order of the Board
of Directors/Trustees

      ALICE  A. PELLEGRINO

      Secretary of the Funds		
  










    Dated: March 17, 2000
  




 

 
    7 
     


 
 









  

    EXHIBIT A
  


INFORMATION PERTAINING TO EACH FUND



• General Information Pertaining
to the Funds





  

    Fund
     
    
      

        Defined Term

        Used in Exhibit A
      

    		
     
    
      

        Fiscal Year

        End
      

    		
     
    
      

        State of

        Organization
      

    		
     
    
      

        Meeting Time
      

    		
  

  

    
      

    		
     
    
      

    		
     
    
      

    		
     
    
      

    		
     
    
      

    		
  

  

    
      
MuniYield Florida Insured Fund
    

    
      
     
    

    
      
MY FL Ins. Fund
    

    
      
     
    

    
      
10/31
    

    
      
     
    

    
      
MA
    

    
      
     
    

    
      
9:00 a.m.
    

  

  

    
      
MuniYield Pennsylvania Insured Fund
    

     
    
      
MY PA Ins. Fund

    		
     
    
      

        10/31
      

    		
     
    
      

        MA
      

    		
     
    
      

        9:20 a.m.
      

    		
  

  

    
      
MuniYield New Jersey Insured Fund,
        Inc.
    

     
    
      
MY NJ Ins. Fund

    		
     
    
      

        10/31
      

    		
     
    
      

        MD
      

    		
     
    
      

        9:40 a.m.
      

    		
  

  

    
      
MuniYield Michigan Insured Fund, Inc.
    

     
    
      
MY MI Ins. Fund

    		
     
    
      

        10/31
      

    		
     
    
      

        MD
      

    		
     
    
      

        10:00 a.m.
      

    		
  





  

     
     
     
  

  

     
     
    
      

        Shares of Capital Stock
Outstanding as of the Record Date
      

    		
  

  

     
     
    
      

    		
  

  

    Fund
     
    
      

        Shares
      

    		
     
    
      

        AMPS
      

    		
  

  

    
      

    		
     
    
      

    		
     
    
      

    		
  

  

    
      
MY FL Ins. Fund 
    

    
      

      

      
      
    

       8,437,358
       
    
      

      

      
      
    

    
      

      

      
2,400 
    

  

  

    
      
MY PA Ins. Fund 
    

    
      

      

    		
    
      

      

      
11,434,069 
    

    
      

      

    		
    
      

      

      
3,520 
    

  

  

    
      
MY NJ Ins. Fund 
    

    
      

      

    		
    
      

      

      
  8,586,560 
    

    
      

      

    		
    
      

      

      
2,240 
    

  

  

    
      
MY MI Ins. Fund 
    

    
      

      

    		
    
      

      

      
  7,431,634 
    

    
      

      

    		
    
      

      

      
2,000 
    

  







• Information Pertaining to
Officers and Board Members





  

     
     
    
      

        Year in Which Each Nominee Became a Member of the Board
      

    		
  

  

     
     
    
      

    		
  

  

    Fund
     
    
      

        Crum
      

    		
    
      

      

    		
    
      

        Hodrick
      

    		
    
      

      

    		
    
      

        Glenn
      

    		
    
      

      

    		
    
      

        Sunderland
      

    		
    
      

      

    		
    
      

        Swensrud
      

    		
    
      

      

    		
    
      

        Touchton
      

    		
    
      

      

    		
    
      

        Weiss
      

    		
    
      

      

    		
    
      

        Zeikel
      

    		
  

  

    
      

    		
     
    
      

    		
     
    
      

    		
     
    
      

    		
     
    
      

    		
     
    
      

    		
     
    
      

    		
     
    
      

    		
     
    
      

    		
  

  

    
      

      
MY FL Ins. Fund
    

    
      
     
    

    
      

      

      
1992
    

    
      

      

      
     
    

    
      

      

      
1999
    

    
      

      

      
     
    

    
      

      

      
1999
    

    
      

      

      
     
    

    
      

      

      
1992
    

    
      

      

      
     
    

    
      

      

      
2000
    

    
      

      

      
     
    

    
      

      

      
1992
    

    
      

      

      
     
    

    
      

      

      
1998
    

    
      

      

      
     
    

    
      

      

      
1992
    

  

  

    
      

      
MY PA Ins. Fund
    

     
    
      

      

      
1992
    

    
      

      

    		
    
      

      

      
1999
    

    
      

      

    		
    
      

      

      
1999
    

    
      

      

    		
    
      

      

      
1992
    

    
      

      

    		
    
      

      

      
2000
    

    
      

      

    		
    
      

      

      
1992
    

    
      

      

    		
    
      

      

      
1998
    

    
      

      

    		
    
      

      

      
1992
    

  

  

    
      

      
MY NJ Ins. Fund
    

     
    
      

      

      
1992
    

    
      

      

    		
    
      

      

      
1999
    

    
      

      

    		
    
      

      

      
1999
    

    
      

      

    		
    
      

      

      
1992
    

    
      

      

    		
    
      

      

      
2000
    

    
      

      

    		
    
      

      

      
1992
    

    
      

      

    		
    
      

      

      
1998
    

    
      

      

    		
    
      

      

      
1992
    

  

  

    
      

      
MY MI Ins. Fund
    

     
    
      

      

      
1992
    

    
      

      

    		
    
      

      

      
1999
    

    
      

      

    		
    
      

      

      
1999
    

    
      

      

    		
    
      

      

      
1992
    

    
      

      

    		
    
      

      

      
2000
    

    
      

      

    		
    
      

      

      
1992
    

    
      

      

    		
    
      

      

      
1998
    

    
      

      

    		
    
      

      

      
1992
    

  






 

 
    A-1 
     


 
 








     Set
forth in the table below is information regarding board and committee meetings
held and the aggregate fees and expenses paid by the Fund to non-affiliated
Board members during each Fund’s most recently completed fiscal year.



  

     
     
    
      

        Board
      

    		
    
      

      

    		
    
      

        Audit Committee 
      

    		
     
     
  

  

     
     
    
      

    		
    
      

      

    		
    
      

    		
     
     
  

  

    Fund
     
    
      

         # Meetings 

        Held*
      

    		
    
      

      

    		
    
      

        Annual

        Fee ($)
      

    		
    
      

      

    		
    
      

        Per Meeting 

        Fee ($)**
      

    		
    
      

      

    		
    
      

        # Meetings 

        Held*
      

    		
    
      

      

    		
    
      

        Annual 

        Fee ($)
      

    		
    
      

      

    		
    
      

        Per Meeting 

        Fee ($)**
      

    		
    
      

      

    		
    
      

        Aggregate 

        Fees and 

        Expenses($)
      

    		
  

  

    
      

    		
     
    
      

    		
     
    
      

    		
     
    
      

    		
     
    
      

    		
     
    
      

    		
     
    
      

    		
     
    
      

    		
  

  

    
      
MY FL Ins. Fund
    

    
      
     
    

    
      
6
    

    
      
     
    

    
      
2,500
    

    
      
     
    

    
      
250
    

    
      
     
    

    
      
4
    

    
      
     
    

    
      
500
    

    
      
     
    

    
      
125
    

    
      
     
    

    
      
27,479
    

  

  

    
      
MY PA Ins. Fund
    

     
    
      
6
    

    
      

      

    		
    
      
2,500
    

    
      

      

    		
    
      
250
    

    
      

      

    		
    
      
4
    

    
      

      

    		
    
      
500
    

    
      

      

    		
    
      
125
    

    
      

      

    		
    
      
28,654
    

  

  

    
      
MY NJ Ins. Fund
    

     
    
      
6
    

    
      

      

    		
    
      
2,500
    

    
      

      

    		
    
      
250
    

    
      

      

    		
    
      
4
    

    
      

      

    		
    
      
500
    

    
      

      

    		
    
      
125
    

    
      

      

    		
    
      
27,417
    

  

  

    
      
MY MI Ins. Fund
    

     
    
      
6
    

    
      

      

    		
    
      
2,500
    

    
      

      

    		
    
      
250
    

    
      

      

    		
    
      
4
    

    
      

      

    		
    
      
500
    

    
      

      

    		
    
      
125
    

    
      

      

    		
    
      
28,629
    

  










*
Includes
meetings held via teleconferencing equipment.




**
The
fee is payable for each meeting attended in person. A fee is not paid for
telephonic meetings.




     Set
forth in the table below is information regarding compensation paid by the Fund
to the non-affiliated Board members for the most recently completed fiscal year.



  

     
     
    
      

        Compensation From Fund ($)†
      

    		
  

  

     
     
    
      

    		
  

  

    
      
Fund

    		
     
    
      

        Crum
      

    		
    
      

      

    		
    
      

        Hodrick(1)
      

    		
    
      

      

    		
    
      

        Sunderland
      

    		
    
      

      

    		
    
      

        Swensrud(2)
      

    		
    
      

      

    		
    
      

        Touchton
      

    		
    
      

      

    		
    
      

        Weiss
      

    		
  

  

    
      

    		
     
    
      

    		
     
    
      

    		
     
    
      

    		
     
    
      

    		
     
    
      

    		
     
    
      

    		
  

  

    
      
MY FL Ins. Fund
    

    
      
     
    

    
      
4,500
    

    
      
     
    

    
      
0
    

    
      
     
    

    
      
4,500
    

    
      
     
    

    
      
0
    

    
      
     
    

    
      
4,500
    

    
      
     
    

    
      
4,500
    

  

  

    
      
MY PA Ins. Fund
    

     
    
      
4,750
    

    
      

      

    		
    
      
0
    

    
      

      

    		
    
      
4,750
    

    
      

      

    		
    
      
0
    

    
      

      

    		
    
      
4,500
    

    
      

      

    		
    
      
4,750
    

  

  

    
      
MY NJ Ins. Fund
    

     
    
      
4,500
    

    
      

      

    		
    
      
0
    

    
      

      

    		
    
      
4,500
    

    
      

      

    		
    
      
0
    

    
      

      

    		
    
      
4,500
    

    
      

      

    		
    
      
4,500
    

  

  

    
      
MY MI Ins. Fund
    

     
    
      
4,750
    

    
      

      

    		
    
      
0
    

    
      

      

    		
    
      
4,750
    

    
      

      

    		
    
      
0
    

    
      

      

    		
    
      
4,500
    

    
      

      

    		
    
      
4,750
    

  











† No
pension or retirement benefits are accrued as part of Fund expenses.




(1)

    Dr. Hodrick did not join the Boards until November
      4, 1999 and received no compensation in the Fund’s most recently completed
      fiscal year.
  




(2)
Mr.
Swensrud did not join the Boards until March 1, 2000 and received no
compensation in the Fund’s most recently completed fiscal year.




     Set
forth in the table below is information regarding the aggregate compensation
paid by all registered investment companies advised by FAM and its affiliate,
MLAM (“FAM/MLAM Advised Funds”), to the non-affiliated Board members for the
year ended December 31, 1999.



  

    
      
Name of Board Member

    		
     
    
      

        Aggregate Compensation From Fund and Other

        FAM/MLAM Advised Funds Paid to Board Members ($)(1)
      

    		
  

  

    
      

    		
     
    
      

    		
  

  

    
      
M. Colyer Crum
    

    
      
     
    

    
      
122,975
    

  

  

    
      
Laurie Simon Hodrick (2)
    

     
    
      
  53,000
    

  

  

    
      
Jack B. Sunderland
    

     
    
      
143,975
    

  

  

    
      
Stephen B. Swensrud (3)
    

     
    
      
232,250
    

  

  

    
      
J. Thomas Touchton
    

     
    
      
142,725
    

  

  

    
      
Fred G. Weiss
    

     
    
      
122,975
    

  










(1)

    The Directors serve on the boards of FAM/MLAM
      Advised Funds as follows: Mr. Crum (15 registered investment companies consisting
      of 15 portfolios); Dr. Hodrick (15 registered investment companies consisting
      of 15 portfolios); Mr. Sunderland (19 registered investment companies consisting
      of 34 portfolios); Mr. Swensrud ( 25 registered investment companies consisting
      of 61 portfolios); Mr. Touchton (19 registered investment companies consisting
      of 34 portfolios); and Mr. Weiss (15 registered investment companies consisting
      of 15 portfolios).
  




(2)

    Dr. Hodrick was appointed a Board member of each
      of the Funds and certain other MLAM/FAM Advised Funds on November 4, 1999.
  




(3)
Mr.
Swensrud was appointed a Board member of each of the Funds and certain other
MLAM/FAM Advised Funds on March 1, 2000.




 

 
    A-2 
     


 
 








     Set
forth in the table below is information about the officers of each of the Funds.



  

     
     
    
      

        Officer Since 
      

    		
  

  

     
     
    
      

    		
  

  

    
      
Name and Biography

    		
    
    
      

        Age
      

    		
    
      

        
      

    		
    
      

        Office
      

    		
    
      

        
      

    		
    
      

        MY

        FL Ins.

        Fund   
      

    		
    
      

      

    		
    
      

        MY PA Ins.

        Fund
      

    		
    
      

      

    		
    
      

        MY

        NJ Ins.

        Fund
      

    		
    
      

      

    		
    
      

        MY

        MI Ins.

        Fund
      

    		
    
      

        
      

    		
  

  

    
      

    		
     
    
      

    		
     
    
      

    		
     
    
      

    		
     
    
      

    		
     
    
      

    		
     
    
      

    		
     
  

  

     Terry K. Glenn 

           Vice President of FAM and MLAM 

           since 1983; Executive Vice President 

           and Director of Princeton Services since 

           1993; President of Princeton Funds 

           Distributor, Inc. (“PFD”) since 1986 and 

           Director thereof since 1991; President of 

           Princeton Administrators, L.P. since 

           1988.		
          
    
      

        59
      

    		
    
      

             
      

    		
    
      

        President
      

    		
    
      

             
      

    		
    
      
1992 

    		
    
      

        *    
      

    		
    
      

        1992
      

    		
    
      

        *    
      

    		
    
      

        1992
      

    		
    
      

        *    
      

    		
    
      

        1992
      

    		
    
      

        *    
      

    		
  

  

    
      
Vincent R. Giordano 

             Senior Vice President of FAM and 

             MLAM since 1984; Portfolio Manager 

             of FAM and MLAM since 1977; Senior 

             Vice President of Princeton Services 

             since 1993. 
    

    
      

    		
    
      
55
    

    
      

    		
    
      
Senior Vice President
    

    
      

    		
    
      
1992
    

    
      

    		
    
      
1992
    

    
      

    		
    
      
1992
    

    
      

    		
    
      
1992
    

    
      

    		
  

  

    
      
Kenneth A. Jacob 

             First Vice President of MLAM since 

             1997; Vice President of MLAM from 

             1984 to 1997; Vice President of FAM 

             since 1984. 
    

    
      

    		
    
      
49
    

    
      

    		
    
      
Vice President
    

    
      

    		
    
      
1992
    

    
      

    		
    
      
1992
    

    
      

    		
    
      
1992
    

    
      

    		
    
      
1992
    

    
      

    		
  

  

    
      
Donald C. Burke 

             Senior Vice President and Treasurer of 

             MLAM President and FAM since 1999; 

             Senior Vice and Treasurer of Princeton 

             Services since 1999; Vice President of 

             PFD since 1999; First Vice President of 

             MLAM from 1997 to 1999; Vice 

             President of MLAM from 1990 to 1997; 

             Director of Taxation of MLAM 

             since 1990. 
    

    
      

    		
    
      
39
    

    
      

    		
    
      
Treasurer Vice President
    

    
      

    		
    
      
 1999

        1993
    

    
      

    		
    
      
1999 1993
    

    
      

    		
    
      
1999

        1993
    

    
      

    		
    
      
1999 1993
    

    
      

    		
  

  

    
      
William R. Bock 

             Vice President of MLAM since 1989.
    

    
      

    		
    
      
64
    

    
      

    		
    
      
Vice President
    

    
      

    		
    
      
1998
    

    
      

    		
    
      
1997
    

    
      

    		
    
      
—
    

    
      

    		
    
      
—
    

    
      

    		
  

  

    
      
Theodore R. Jaeckel, Jr. 

             Director (Municipal Tax-Exempt Fund 

             Management) of MLAM since 1997; 

             Vice President of MLAM from 1991 

             to 1997. 
    

    
      

    		
    
      
40
    

    
      

    		
    
      
Vice President
    

    
      

    		
    
      
—
    

    
      

    		
    
      
—
    

    
      

    		
    
      
1997
    

    
      

    		
    
      
—
    

    
      

    		
  

  

    
      
Fred K. Stuebe 

             Vice President of MLAM since 1989. 
    

    
      

    		
    
      
49
    

    
      

    		
    
      
Vice President
    

    
      

    		
    
      
—
    

    
      

    		
    
      
—
    

    
      

    		
    
      
—
    

    
      

    		
    
      
1995
    

    
      

    		
  

  

    
      
Alice A. Pellegrino 

             Vice President of MLAM since 1999; 

             Attorney associated with MLAM since 

             1997; Associate with Kirkpatrick & 

             Lockhart LLP from 1992
        to 1997. 
    

    
      

    		
    
      
40
    

    
      

    		
    
      
Secretary
    

    
      

    		
    
      
1999
    

    
      

    		
    
      
1999
    

    
      

    		
    
      
1999
    

    
      

    		
    
      
1999
    

    
      

    		
  













*
Mr.
Glenn was elected President of each Fund in 1999. Prior to that he served as
Executive Vice President of each Fund.




 

 
    A-3 
     


 
 





COMMON SHARES





MUNIYIELD FLORIDA
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
      Donald C. Burke, Terry K. Glenn and Alice A. Pellegrino as proxies, each
      with the power to appoint his or her substitute, and hereby authorizes each
      of them to represent and to vote, as designated on the reverse hereof, all
      the Common Shares of MuniYield Florida Insured Fund (the “Fund”)
      held of record by the undersigned on February 23, 2000 at the Annual Meeting
      of Shareholders of the Fund to be held on April 27, 2000 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.
  




     By
signing and dating the reverse side of this card, you authorize the proxies to
vote each proposal as marked, or if not marked, to vote “FOR” each proposal,
and to use their discretion to vote for any other matter as may properly come
before the meeting or any adjournment thereof. If you do not intend to
personally attend the meeting, please complete and return this card at once in
the enclosed envelope.





    (Continued and to be signed on the reverse
      side)
  





 

   


 
 









Please mark boxes |X| or |X| in blue
or black ink.




 

  

    
      
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.) 

      Terry K. Glenn, Jack B. Sunderland, Stephen B. Swensrud, J. Thomas Touchton,
      Fred G. Weiss and Arthur Zeikel		
  







2.

    Proposal to ratify the selection of Deloitte
      & Touche LLP as the independent auditors of the Fund
      to serve for the current fiscal year.
  









  

           FOR  |   |
      AGAINST  |   |
     ABSTAIN  |   |
  










3.
In
the discretion of such proxies, upon such other business as may properly come
before the meeting or any adjournment thereof.












  

     
     
    
      
Please sign exactly as name appears hereon. When shares
        are held by joint tenants, both should sign. When signing as attorney
        or as executor, administrator, trustee or guardian, please give full title
        as such. If a corporation, please sign in full corporate name by president
        or other authorized officer. If a partnership, please sign in partnership
        name by authorized person.

      
Dated:                                      
                                         
        , 2000

      
X                                      
                                          
              
        

                             Signature
        
      
X                                      
                                          
              

                             Signature,
        if held jointly

      		
















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





 

   


 


 












  

    AUCTION MARKET

      PREFERRED SHARES		
  










  

    MUNIYIELD FLORIDA 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
      Donald C. Burke, Terry K. Glenn and Alice A. Pellegrino as proxies, each
      with the power to appoint his or her substitute, and hereby authorizes each
      of them to represent and to vote, as designated on the reverse hereof, all
      the Auction Market Preferred Shares of MuniYield Florida Insured Fund (the
      “Fund”) held of record by the undersigned on February 23, 2000
      at the Annual Meeting of Shareholders of the Fund to be held on April 27,
      2000 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.
  










  

         By signing and dating the reverse
      side of this card, you authorize the proxies to vote each proposal as marked,
      or if not marked, to vote “FOR” each proposal, and to use their
      discretion to vote for any other matter as may properly come before the
      meeting or any adjournment thereof. If you do not intend to personally attend
      the meeting, please complete and return this card at once in the enclosed
      envelope.
  










  

    (Continued and to be signed on the reverse
      side)
  







 


  

     
     
     
  




 



 












  

    Please mark boxes |X| or |X| in blue or black ink.
  






 



  

    
      
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.)

        M. Colyer Crum, Terry K. Glenn, Laurie Simon Hodrick, Jack
        B. Sunderland, Stephen B. Swensrud, 

        J. Thomas Touchton, Fred G. Weiss and Arthur Zeikel

      		
  








  

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



 




  

           FOR 
      |   |
      AGAINST  |   |
     ABSTAIN  |   |
  



 

 


  

    3. 
    
    In the discretion of such proxies,
      upon such other business as may properly come before the meeting or any
      adjournment thereof.
  







  

    If the undersigned is
      a broker-dealer, it hereby instructs the proxies, pursuant to Rule 452 of
      the New York Stock Exchange, to vote any uninstructed Auction Market Preferred
      Shares, in the same proportion as votes cast by holders of Auction Market
      Preferred Shares, who have responded to this proxy solicitation.
     








  

     
     
    
      

      
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 person.

      
Dated:                                      
                                         
        , 2000

      
X                                      
                                          
              
        

                             Signature
        
      
X                                      
                                          
              

                             Signature,
        if held jointly

    		
  



 

 




  

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







 


  

     
     
     
  




 





 









COMMON SHARES





MUNIYIELD
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
      Donald C. Burke, Terry K. Glenn and Alice A. Pellegrino as proxies, each
      with the power to appoint his or her substitute, and hereby authorizes each
      of them to represent and to vote, as designated on the reverse hereof, all
      the Common Shares of MuniYield Pennsylvania Insured Fund (the “Fund”)
      held of record by the undersigned on February 23, 2000 at the Annual Meeting
      of Shareholders of the Fund to be held on April 27, 2000 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.
  




     By
signing and dating the reverse side of this card, you authorize the proxies to
vote each proposal as marked, or if not marked, to vote “FOR” each proposal,
and to use their discretion to vote for any other matter as may properly come
before the meeting or any adjournment thereof. If you do not intend to
personally attend the meeting, please complete and return this card at once in
the enclosed envelope.





    (Continued and to be signed on the reverse
      side)
  





 

   


 


 












  

    Please mark boxes |X| or |X| in blue or black ink.
  






 



  

    
      
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.) 

      Terry K. Glenn, Jack B. Sunderland, Stephen B. Swensrud, J. Thomas Touchton,
      Fred G. Weiss and Arthur Zeikel		
  








  

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



 




  

           FOR 
      |   |
      AGAINST  |   |
     ABSTAIN  |   |
  



 

 


  

    3. 
    
    In the discretion of such proxies, upon such
      other business as may properly come before the meeting or any adjournment
      thereof.
  



 




  

     
     
    
      

      
Please sign exactly as name appears hereon.
        When shares are held by joint tenants, both should sign. When signing
        as attorney or as executor, administrator, trustee or guardian, please
        give full title as such. If a corporation, please sign in full corporate
        name by president or other authorized officer. If a partnership, please
        sign in partnership name by authorized person.

      
Dated:                                      
                                         
        , 2000

      
X                                      
                                          
              
        

                             Signature
        
      
X                                      
                                          
              

                             Signature,
        if held jointly

    		
  



 

 




  

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







 


  

     
     
     
  




 



 












  

    AUCTION MARKET

      PREFERRED SHARES		
  










  

    MUNIYIELD 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
      Donald C. Burke, Terry K. Glenn and Alice A. Pellegrino as proxies, each
      with the power to appoint his or her substitute, and hereby authorizes each
      of them to represent and to vote, as designated on the reverse hereof, all
      the Auction Market Preferred Shares of MuniYield Pennsylvania Insured Fund
      (the “Fund”) held of record by the undersigned on February 23,
      2000 at the Annual Meeting of Shareholders of the Fund to be held on April
      27, 2000 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.
  










  

         By signing and dating the reverse
      side of this card, you authorize the proxies to vote each proposal as marked,
      or if not marked, to vote “FOR” each proposal, and to use their
      discretion to vote for any other matter as may properly come before the
      meeting or any adjournment thereof. If you do not intend to personally attend
      the meeting, please complete and return this card at once in the enclosed
      envelope.
  










  

    (Continued and to be signed on the reverse
      side)
  







 


  

     
     
     
  




 



 












  

    Please mark boxes |X| or |X| in blue or black ink.
  






 



  

    
      
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.)

      M. Colyer Crum, Terry K. Glenn, Laurie Simon Hodrick, Jack B. Sunderland,
      Stephen B. Swensrud, 

      J. Thomas Touchton, Fred G. Weiss, and Arthur Zeikel		
  








  

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



 




  

           FOR 
      |   |
      AGAINST  |   |
     ABSTAIN  |   |
  



 

 


  

    3. 
    
    In the discretion of such proxies, upon such
      other business as may properly come before the meeting or any adjournment
      thereof.
  







  

    If the undersigned is
      a broker-dealer, it hereby instructs the proxies, pursuant to Rule 452 of
      the New York Stock Exchange, to vote any uninstructed Auction Market Preferred
      Shares, in the same proportion as votes cast by holders of Auction Market
      Preferred Shares, who have responded to this proxy solicitation.
     




 

   



  

     
     
    
      

      
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 person.

      
Dated:                                      
                                         
        , 2000

      
X                                      
                                          
              
        

                             Signature
        
      
X                                      
                                          
              

                             Signature,
        if held jointly

    		
  



 

 




  

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







 


  

     
     
     
  




 



 










COMMON STOCK





MUNIYIELD NEW JERSEY
INSURED FUND, INC.
 P.O. Box 9011
 Princeton, New Jersey 08543-9011




PROXY




This proxy is
solicited on behalf of the Board of Directors





         The undersigned hereby appoints
      Donald C. Burke, Terry K. Glenn and Alice A. Pellegrino as proxies, each
      with the power to appoint his or her substitute, and hereby authorizes each
      of them to represent and to vote, as designated on the reverse hereof, all
      the Common Stock of MuniYield New Jersey Insured Fund, Inc. (the “Fund”)
      held of record by the undersigned on February 23, 2000 at the Annual Meeting
      of Stockholders of the Fund to be held on April 27, 2000 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.
  




     By
signing and dating the reverse side of this card, you authorize the proxies to
vote each proposal as marked, or if not marked, to vote “FOR” each proposal,
and to use their discretion to vote for any other matter as may properly come
before the meeting or any adjournment thereof. If you do not intend to
personally attend the meeting, please complete and return this card at once in
the enclosed envelope.





    (Continued and to be signed on the reverse
      side)
  






 

   


 
 









Please mark boxes |X| or |X| in blue
or black ink.




 

  

    
      
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 nominee’s name in the
      list below.) 

      Terry K. Glenn, Jack B. Sunderland, Stephen B. Swensrud, J. Thomas Touchton,
      Fred G. Weiss and Arthur Zeikel		
  





2.

    Proposal to ratify the selection of Deloitte
      & Touche LLP as the independent auditors of the Fund
      to serve for the current fiscal year.
  








  

           FOR  |   |
      AGAINST  |   |
     ABSTAIN  |   |
  











3.
In
the discretion of such proxies, upon such other business as may properly come
before the meeting or any adjournment thereof.









  

     
     
    
      
Please sign exactly as name appears hereon. When shares
        are held by joint tenants, both should sign. When signing as attorney
        or as executor, administrator, trustee or guardian, please give full title
        as such. If a corporation, please sign in full corporate name by president
        or other authorized officer. If a partnership, please sign in partnership
        name by authorized person.

      
Dated:                                      
                                         
        , 2000

      
X                                      
                                          
              
        

                             Signature
        
      
X                                      
                                          
              

                             Signature,
        if held jointly

      		















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





 

   


 


 













  

    AUCTION MARKET

      PREFERRED STOCK		
  










  

    MUNIYIELD NEW JERSEY INSURED FUND, INC.

      P.O. Box 9011

      Princeton, New Jersey 08543-9011		
  










  

    PROXY
  










  

    This proxy is solicited on behalf of the
      Board of Directors
  










  

         The undersigned hereby appoints
      Donald C. Burke, Terry K. Glenn and Alice A. Pellegrino as proxies, each
      with the power to appoint his or her substitute, and hereby authorizes each
      of them to represent and to vote, as designated on the reverse hereof, all
      the Auction Market Preferred Stock of MuniYield New Jersey Insured Fund,
      Inc. (the “Fund”) held of record by the undersigned on February
      23, 2000 at the Annual Meeting of Stockholders of the Fund to be held on
      April 27, 2000 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.
  










  

         By signing and dating the reverse
      side of this card, you authorize the proxies to vote each proposal as marked,
      or if not marked, to vote “FOR” each proposal, and to use their
      discretion to vote for any other matter as may properly come before the
      meeting or any adjournment thereof. If you do not intend to personally attend
      the meeting, please complete and return this card at once in the enclosed
      envelope.
  










  

    (Continued and to be signed on the reverse
      side)
  







 


  

     
     
     
  




 



 












  

    Please mark boxes |X| or |X| in blue or black ink.
  






 



  

    
      
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 nominee’s name in the
      list below.)

      M. Colyer Crum, Terry K. Glenn, Laurie Simon Hodrick, Jack B. Sunderland,
      Stephen B. Swensrud, 

      J. Thomas Touchton, Fred G. Weiss and Arthur Zeikel		
  








  

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



 




  

           FOR 
      |   |
      AGAINST  |   |
     ABSTAIN  |   |
  



 

 


  

    3. 
    
    In the discretion of such proxies, upon such
      other business as may properly come before the meeting or any adjournment
      thereof.
  









  

    If the undersigned is
      a broker-dealer, it hereby instructs the proxies, pursuant to Rule 452 of
      the New York Stock Exchange, to vote any uninstructed Shares of Auction
      Market Preferred Stock, in the same proportion as votes cast by holders
      of shares of Auction Market Preferred Stock, who have responded to this
      proxy solicitation.
     







  

     
     
    
      

      
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 person.

      
Dated:                                      
                                         
        , 2000

      
X                                      
                                          
              
        

                             Signature
        
      
X                                      
                                          
              

                             Signature,
        if held jointly

    		
  



 

 




  

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







 


  

     
     
     
  




 





 









COMMON STOCK





MUNIYIELD MICHIGAN
INSURED FUND, INC.
 P.O. Box 9011
 Princeton, New Jersey 08543-9011




PROXY




This proxy is
solicited on behalf of the Board of Directors





         The undersigned hereby appoints
      Donald C. Burke, Terry K. Glenn and Alice A. Pellegrino as proxies, each
      with the power to appoint his or her substitute, and hereby authorizes each
      of 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 February 23, 2000 at the Annual Meeting
      of Stockholders of the Fund to be held on April 27, 2000 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.
  




     By
signing and dating the reverse side of this card, you authorize the proxies to
vote each proposal as marked, or if not marked, to vote “FOR” each proposal,
and to use their discretion to vote for any other matter as may properly come
before the meeting or any adjournment thereof. If you do not intend to
personally attend the meeting, please complete and return this card at once in
the enclosed envelope.





    (Continued and to be signed on the reverse
      side)
  






 

   


 
 









Please mark boxes |X| or |X| in blue
or black ink.




 

  

    
      
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 nominee’s name in the
      list below.)

      Terry K. Glenn, Jack B. Sunderland, Stephen B. Swensrud, J. Thomas Touchton,
      Fred G. Weiss 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 person.

      
Dated:                                      
                                         
        , 2000

      
X                                      
                                          
              
        

                             Signature
        
      
X                                      
                                          
              

                             Signature,
        if held jointly

      		















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





 

   


 

  


AUCTION
MARKET

PREFERRED STOCK






    MUNIYIELD MICHIGAN INSURED FUND, INC.

       P.O. Box 9011
 Princeton, New Jersey 08543-9011




PROXY




This proxy is
solicited on behalf of the Board of Directors





         The undersigned hereby appoints
      Donald C. Burke, Terry K. Glenn and Alice A. Pellegrino as proxies, each
      with the power to appoint his or her substitute, and hereby authorizes each
      of 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 February 23,
      2000 at the Annual Meeting of Stockholders of the Fund to be held on April
      27, 2000 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.
  




     By
signing and dating the reverse side of this card, you authorize the proxies to
vote each proposal as marked, or if not marked, to vote “FOR” each proposal,
and to use their discretion to vote for any other matter as may properly come
before the meeting or any adjournment thereof. If you do not intend to
personally attend the meeting, please complete and return this card at once in
the enclosed envelope.





    (Continued and to be signed on the reverse
      side)
  






 

   


 
 









Please mark boxes |X| or |X| in blue
or black ink.



 

  

    
      
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 nominee’s name in the
      list below.)

      M. Colyer Crum, Terry K. Glenn, Laurie Simon Hodrick, Jack B. Sunderland,
      Stephen B. Swensrud, 

      J. Thomas Touchton, Fred G. Weiss 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.







  

    If the undersigned is
      a broker-dealer, it hereby instructs the proxies, pursuant to Rule 452 of
      the New York Stock Exchange, to vote any uninstructed Shares of Auction
      Market Preferred Stock, in the same proportion as votes cast by holders
      of shares of Auction Market Preferred Stock, who have responded to this
      proxy solicitation.
     




 

   



  

     
     
    
      
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 person.

      
Dated:                                      
                                         
        , 2000

      
X                                      
                                          
              
        

                             Signature
        
      
X                                      
                                          
              

                             Signature,
        if held jointly

      		














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





















































© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission