MUNIYIELD FLORIDA INSURED FUND /NJ/, DEF 14A, 1998-07-31

MUNIYIELD FLORIDA INSURED FUND /NJ/
DEF 14A, 1998-07-31

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<PAGE>

As filed with the Securities and Exchange Commission on July 31, 1998

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
/x/ Definitive Proxy Statement (as permitted by Rule
14a-6(e)(2))

/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

MUNIYIELD FLORIDA INSURED FUND
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.):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>

MUNIYIELD FLORIDA INSURED FUND
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

------------------------

NOTICE OF 1998 ANNUAL MEETING OF SHAREHOLDERS

------------------------

SEPTEMBER 14, 1998

TO THE SHAREHOLDERS OF MUNIYIELD FLORIDA INSURED FUND:

Notice is hereby given that the 1998 Annual Meeting of Shareholders (the
'Meeting') of MuniYield Florida Insured Fund (the 'Fund') will be held at the
offices of Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road,
Plainsboro, New Jersey, on Monday, September 14, 1998 at 10:30 a.m. for the
following purposes:

(1) To elect a Board of Trustees to serve for the ensuing year;

(2) To consider and act upon a proposal to ratify the selection of
Deloitte & Touche LLP to serve as independent auditors of the Fund for its
current fiscal year; and

(3) To transact such other business as may properly come before the
Meeting or any adjournment thereof.

The Board of Trustees has fixed the close of business on July 15, 1998 as
the record date for the determination of shareholders entitled to notice of and
to vote at the Meeting or any adjournment thereof.

A complete list of the shareholders of the Fund entitled to vote at the
Meeting will be available and open to the examination of any shareholder of the
Fund for any purpose germane to the Meeting during ordinary business hours from
and after August 31, 1998, at the office of the Fund, 800 Scudders Mill Road,
Plainsboro, New Jersey 08536. You are cordially invited to attend the Meeting.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO
COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED FOR THIS PURPOSE. The enclosed proxy is being solicited on
behalf of the Board of Trustees of the Fund.

By Order of the Board of Trustees

PATRICK D. SWEENEY
Secretary

Plainsboro, New Jersey
Dated: July 31, 1998

<PAGE>

PROXY STATEMENT

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MUNIYIELD FLORIDA INSURED FUND
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

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1998 ANNUAL MEETING OF SHAREHOLDERS

------------------------

SEPTEMBER 14, 1998

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Trustees of MuniYield Florida Insured Fund, a
Massachusetts business trust (the 'Fund'), to be voted at the 1998 Annual
Meeting of Shareholders of the Fund (the 'Meeting'), to be held at the offices
of Merrill Lynch Asset Management, L.P. ('MLAM'), 800 Scudders Mill Road,
Plainsboro, New Jersey, on Monday, September 14, 1998 at 10:30 a.m. The
approximate mailing date of this Proxy Statement is August 3, 1998.

All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. Unless instructions to the contrary are marked, proxies
will be voted for the election of the Board of Trustees to serve for the ensuing
year and for the ratification of the selection of independent auditors to serve
for the Fund's current fiscal year. Any proxy may be revoked at any time prior
to the exercise thereof by giving written notice to the Secretary of the Fund at
the Fund's address indicated above or by voting in person at the Meeting.

The Board of Trustees has fixed the close of business on July 15, 1998 as
the record date for the determination of shareholders entitled to notice of and
to vote at the Meeting and at any adjournment thereof. Shareholders on the
record date will be entitled to one vote for each share held, with no shares
having cumulative voting rights. As of July 15, 1998 the Fund had outstanding
8,377,815 shares of beneficial interest, par value $.10 per share ('Common
Shares'), and 2,400 auction market preferred shares, 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, 1998 no person is the beneficial owner of more than five percent of the
outstanding Common Shares or more than five percent of the outstanding AMPS.

The Board of Trustees of the Fund knows of no business other than that
mentioned in Items 1 and 2 of the Notice of Meeting 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.

<PAGE>

ITEM 1. ELECTION OF TRUSTEES

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

(1) All such proxies of the holders of AMPS, voting separately by
class, in favor of the two (2) persons designated as Trustees to be elected
by holders of AMPS; and

(2) All such proxies of the holders of AMPS and Common Shares, voting
together as a single class, in favor of the five (5) persons designated as
Trustees to be elected by holders of AMPS and Common Shares.

The Board of Trustees of the Fund knows of no reason why any of these
nominees will be unable to serve, but in the event of any such unavailability,
the proxies received will be voted for such substitute nominee or nominees as
the Board of Trustees may recommend.

Certain information concerning the nominees, including their designated
classes, is set forth below:

TO BE ELECTED BY HOLDERS OF AMPS, VOTING SEPARATELY AS A CLASS:

<PAGE>

TO BE ELECTED BY HOLDERS OF AMPS AND COMMON SHARES, VOTING TOGETHER AS A SINGLE
CLASS:

<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED AT
JULY 15, 1998
PRINCIPAL OCCUPATIONS ---------------
DURING PAST FIVE YEARS TRUSTEE COMMON
NAME AND ADDRESS OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE SHARES AMPS
--------------------------- --- --------------------------- ------- ------- -----
<S> <C> <C> <C> <C> <C>
Edward H. Meyer(1)(2) ................. 71 President of Grey Advertising Inc. 1992 0 0
Grey Advertising Inc. since 1968, Chief Executive Officer
777 Third Avenue since 1970 and Chairman of the Board
New York, New York 10017 of 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) .............. 69 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) .............. 59 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
Tampa, Florida 33602 partnership) since 1972; Trustee
Emeritus of Washington and Lee
University; Director of TECO Energy,
Inc. (an electric utility holding
company).
Fred G. Weiss(1)(2)(3) ................ 56 Managing Director FGW Associates since 1998 0 0
5141 Via Amalfi Drive 1997; Vice President, Planning
Boca Raton, Florida 33496 Investment, and Development of Warner
Lambert Co. from 1979 to 1997;
Director of Noven Corporation (a
pharmaceutical company) since 1997.
Arthur Zeikel(1)* ..................... 66 Chairman of Fund Asset Management, L.P. 1992 0 0
800 Scudders Mill Road ('FAM') and MLAM (which terms as used
Plainsboro, New Jersey 08536 herein include their corporate
predecessors) since 1997; President
of FAM and MLAM from 1977 to 1997;
Chairman of Princeton Services, Inc.
('Princeton Services') since 1997 and
Director thereof since 1993;
President of Princeton Services from
1993 to 1997; Executive Vice
President of Merrill Lynch & Co. Inc.
('ML & Co.') since 1990.
</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 Trustees and Officers' below.
(2) Member of the Audit Committee of the Board of Trustees.
(3) On February 3, 1998, Fred G. Weiss was elected a Trustee of the Fund.
* Interested person, as defined in the Investment Company Act of 1940, as
amended (the 'Investment Company Act'), of the Fund.

<PAGE>

Committees and Board of Trustees' Meetings. The Board of Trustees has a
standing Audit Committee, that consists of the Trustees who are not 'interested
persons' of the Fund within the meaning of the Investment Company Act. The
principal purpose of the Audit Committee is to review the scope of the annual
audit conducted by the Fund's independent auditors and the evaluation by such
auditors of the accounting procedures followed by the Fund. The non-interested
Trustees have retained independent legal counsel to assist them in connection
with these duties. The Board of Trustees does not have a nominating committee.

During the fiscal year ended October 31, 1997, the Board of Trustees held
four meetings and the Audit Committee held four meetings. All of the Trustees,
other than Mr. Weiss, attended at least 75% of the aggregate of the total number
of meetings of the Board of Trustees and the total number of meetings held by
all committees 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, trustees 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, trustees and greater than ten percent shareholders are required by SEC
regulations to furnish the Fund with copies of all Forms 3, 4 and 5 they file.

Based solely on the Fund's review of the copies of such forms, and
amendments thereto, furnished to it during or with respect to its most recent
fiscal year, and written representations from certain reporting persons that
they were not required to file Form 5 with respect to the most recent fiscal
year, the Fund believes that all of its officers, trustees, greater than ten
percent beneficial owners and other persons subject to Section 16 of the
Exchange Act because of the requirements of Section 30 of the Investment Company
Act (i.e., any advisory board member, investment adviser or affiliated person of
the Fund's investment adviser), have complied with all filing requirements
applicable to them with respect to transactions during the Fund's most recent
fiscal year.

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 Chairman of FAM and MLAM.

Compensation of Trustees and Officers. FAM, the Fund's investment adviser,
pays all compensation to all officers of the Fund and all Trustees of the Fund
who are affiliated with ML & Co. or its subsidiaries. The Fund pays each Trustee
not affiliated with the investment adviser a fee of $2,500 per year plus $250
per regular meeting attended, together with such Trustee's actual out-of-pocket
expenses relating to attendance at meetings. The Fund also pays each member of
its Audit Committee a fee of $500 per year plus $125 per meeting attended,
together with such Trustee's out-of-pocket expenses relating to attendance at
meetings. These fees and expenses aggregated $22,642 for the fiscal year ended
October 31, 1997.

The following table sets forth, for the fiscal year ended October 31, 1997,
compensation paid by the Fund to the non-affiliated Trustees and, for the
calendar year ended December 31, 1997, the aggregate compensation paid

<PAGE>

by all registered investment companies advised by FAM and its affiliate, MLAM
('FAM/MLAM Advised Funds'), to the non-affiliated Trustees.

<TABLE>
<CAPTION>
AGGREGATE
PENSION OR RETIREMENT COMPENSATION FROM
COMPENSATION BENEFITS ACCRUED AS PART FUND AND FAM/MLAM
NAME OF TRUSTEE FROM FUND OF FUND EXPENSES ADVISED FUNDS PAID TO TRUSTEES
--------------- ------------ ------------------------ ------------------------------
<S> <C> <C> <C>
Donald Cecil(1) $4,500 None $275,850
M. Colyer Crum(1) $4,500 None $115,600
Edward H. Meyer(1) $4,500 None $222,100
Jack B. Sunderland(1) $4,500 None $132,600
J. Thomas Touchton(1) $4,500 None $132,100
Fred G. Weiss(1) $ 0 None $ 0
</TABLE>

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(1) In addition to the Fund, the Trustees serve on the Boards of other FAM/MLAM
Advised Funds as follows: Mr. Cecil (33 registered investment companies
consisting of 33 portfolios); Mr. Crum (15 registered investment companies
consisting of 15 portfolios); Mr. Meyer (33 registered investment companies
consisting of 33 portfolios); Mr. Sunderland (18 registered investment
companies consisting of 30 portfolios); Mr. Touchton (18 registered
investment companies consisting of 30 portfolios); and Mr. Weiss (15
registered investment companies consisting of 15 portfolios).

Officers of the Fund. The Board of Trustees 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 66 1992
Chairman of FAM and MLAM since 1977; President of FAM and MLAM from 1977 to
1997; Chairman of Princeton Services since 1997 and Director thereof since
1993; President of Princeton Services from 1993 to 1997; Executive Vice
President of ML & Co. since 1990.

Terry K. Glenn ................................................................ Executive Vice 57 1992
Executive Vice President of FAM and MLAM since 1983; Executive Vice President President
and Director of Princeton Services since 1993; President of Princeton Funds
Dristributors Inc. ("PFD") since 1986 and Director thereof since 1991;
President of Princeton Administrators, L.P. since 1988.

Vincent R. Giordano ........................................................... Senior Vice 53 1992
Senior Vice President of FAM and MLAM since 1984; Senior Vice President of President
Princeton Services since 1993.

Kenneth A. Jacob .............................................................. Vice President 47 1992
First Vice President of FAM and MLAM since 1997; Vice President of FAM and
MLAM from 1984 to 1997.

Robert A. DiMella ............................................................. Assistant Vice 31 1993
Assistant Vice President of MLAM since 1995; Assistant Portfolio Manager of President
MLAM from 1993 to 1995; Assistant Portfolio Manager with Prudential
Investment Advisors from 1992 to 1993.

Donald C. Burke ............................................................... Vice President 38 1993
First Vice President of MLAM since 1997; Vice President of MLAM from 1990 to
1997; Director of Taxation of MLAM since since 1990.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION OFFICE AGE SINCE
----------------------------- ------ --- -------
<S> <C> <C> <C>
Gerald M. Richard ............................................................. Treasurer 49 1992
Senior Vice President and Treasurer of FAM and MLAM since 1984; Senior Vice
President and Treasurer of Princeton Services since 1993; Treasurer of PFD
since 1984 and Vice President since 1981.

Patrick D. Sweeney ............................................................ Secretary 44 1997
First Vice President of MLAM since 1997; Vice President of MLAM from 1990 to
1997.
</TABLE>

Share Ownership. At July 15, 1998, the Trustees and officers of the Fund
as a group (14 persons) owned an aggregate of less than 1% of the Common Shares
of the Fund outstanding at such date and owned none of the AMPS outstanding at
such date. At such date, Mr. Zeikel, a Trustee 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.

ITEM 2. SELECTION OF INDEPENDENT AUDITORS

The Board of Trustees of the Fund, including a majority of the Trustees who
are not interested persons of the Fund, has selected the firm of Deloitte &
Touche LLP ('D&T'), independent auditors, to examine the financial statements of
the Fund for the current fiscal year. The Fund knows of no direct or indirect
financial interest of D&T in the Fund. Such appointment is subject to
ratification or rejection by the shareholders of the Fund. Unless a contrary
specification is made, the accompanying proxy will be voted in favor of
ratifying the selection of such auditors.

D&T also acts as independent auditors for ML & Co. and all of its
subsidiaries and for most other investment companies for which FAM or MLAM acts
as investment adviser. The fees received by D&T from these other entities are
substantially greater, in the aggregate, than the total fees received by it from
the Fund. The Board of Trustees of the Fund considered the fact that D&T has
been retained as the independent auditors for
ML & Co. and the other entities described above, in its evaluation of the
independence of D&T with respect to the Fund.

Representatives of D&T are expected to be present at the Meeting and will
have the opportunity to make a statement if they so desire and to respond to
questions from shareholders.

ADDITIONAL INFORMATION

The expenses of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the Fund. The
Fund will reimburse banks, brokers and others for their reasonable expenses in
forwarding proxy solicitation material to the beneficial owners of the shares of
the Fund. The Fund may also hire proxy solicitors at the expense of the Fund.

In order to obtain the necessary quorum at the Meeting (i.e., a majority of
the shares of each class of the Fund's securities entitled to vote at the
Meeting, present in person or by proxy), supplementary solicitation may be made
by mail, telephone, telegraph or personal interview by officers of the Fund. It
is anticipated that the cost of such supplementary solicitation, if any, will be
nominal.

All shares represented by properly executed proxies, unless such proxies
have previously been revoked, will be voted at the Meeting in accordance with
the directions on the proxies; if no direction is indicated, the shares will be
voted 'FOR' the Trustee nominees and 'FOR' the ratification of D&T as
independent auditors.

The Trustees are to be elected by class vote, two Trustees being elected by
the holders of AMPS voting separately as a class and the remaining Trustees by
the holders of AMPS and Common Shares, voting together as

<PAGE>

a single class. At a meeting at which a quorum is duly constituted, (i) the
affirmative vote of a majority of the AMPS represented in person or by proxy,
voting separately as a class, is required for the election of the two (2)
persons designated as Trustees to be elected by the holders of AMPS (Item 1);
(ii) the affirmative vote of a majority of the AMPS and the Common Shares
represented in person or by proxy, voting together as a single class, is
required for the election of the remaining Trustees (Item 1); and (iii) the
proposal to ratify the selection of the Fund's independent auditors (Item 2) may
be approved by the affirmative vote of a majority of the Common Shares and the
AMPS represented in person or by proxy, voting together as a single class.

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 that, under the rules of the New York Stock
Exchange, such broker-dealer firms may, without instructions from their
customers and clients, grant authority to the proxies designated to vote on the
election of Trustees (Item 1) and ratification of the selection of independent
auditors (Item 2) if no instructions have been received prior to the date
specified in the broker-dealer firm's request for voting instructions. The Fund
will include shares held of record by broker-dealers as to which such authority
has been granted in its tabulation of the total number of votes present for
purposes of determining whether the necessary quorum of shareholders exists.
Proxies that 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 except as limited by agreement or applicable law, it intends to vote
shares held in its name for which no instructions are received in the same
proportion as the votes received from the 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 and therefore
will have the same effect as a vote against 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, 1997 to any shareholder upon request. Such
requests should be directed to MuniYield Florida Insured Fund, P.O. Box 9011,
Princeton, New Jersey 08543-9011, Attention: Patrick D. Sweeney, or to
1-800-456-4587 ext. 123.

SHAREHOLDER PROPOSALS

It is intended that the 1999 Annual Meeting of Shareholders of the Fund
will be held in April, 1999. If a shareholder intends to present a proposal at
the 1999 Annual Meeting of Shareholders of the Fund and desires to have the
proposal included in the Fund's proxy statement and form of proxy for that
meeting, the shareholder must deliver the proposal to the offices of the Fund by
November 20, 1998.

By Order of the Board of Trustees

PATRICK D. SWEENEY
Secretary

Dated: July 31, 1998

7
<PAGE>

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COMMON SHARES

MUNIYIELD FLORIDA 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 Trustees

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
Patrick D. Sweeney as proxies, each with the power to appointe his substitute,
and hereby authorizes them to represent and to vote, as designated on the
reverse hereof, all the Common Shares of MuniYield Florida Insured Fund, Inc.
(the "Fund") held of record by the undersigned on July 15, 1998 at the annual
meeting of shareholders of the Fund to be held on September 14, 1998 or any
adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2.

(Continued and to be signed on the reverse side)

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- --------------------------------------------------------------------------------
Please mark boxes / / /x/ in blue or black ink.

<TABLE>
<S> <C> <C>
1. ELECTION OR TRUSTEES 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, 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
persons.

Dated: , 1998
----------------------------

X
---------------------------------------
Signature

X
---------------------------------------
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------

AUCTION MARKET
PREFERRED SHARES

MUNIYIELD FLORIDA 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 Trustees

The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and
Patrick D. Sweeney as proxies, each with the power to appointe his substitute,
and hereby authorizes them to represent and to vote, as designated on the
reverse hereof, all the Auction Market Preferred Shares of MuniYield Florida
Insured Fund, Inc. (the "Fund") held of record by the undersigned on July 15,
1998 at the annual meeting of shareholders of the Fund to be held on September
14, 1998 or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2.

(Continued and to be signed on the reverse side)

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Please mark boxes / / /x/ in blue or black ink.

<TABLE>
<S> <C> <C>
1. ELECTION OR TRUSTEES FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) / / to vote for all nominees listed below / /
</TABLE>

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.

Dated: , 1998
----------------------------

X
---------------------------------------
Signature

X
---------------------------------------
Signature, if held jointly

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

- --------------------------------------------------------------------------------