November 10, 2004
Debra Rubano, Esq.
Sidley Austin Brown & Wood LLP
787 Seventh Avenue
New York, New York 10019
Re: MuniYield Florida Insured Fund
File Nos. 333-119684 and 811-7156
Dear Ms. Rubano:
On October 12, 2004, you filed a registration statement on
Form
N-2 to register auction market preferred shares for the MuniYield
Florida Insured Fund (the "Fund"). In a letter dated October 12,
2004, you represented that certain information in the filing is
substantially similar to the information contained in earlier
registration statements on Form N-2 filed by (1) MuniYield Florida
Insured Fund V (File No. 333-81955), which was declared effective
by
the Commission on August 6, 1999; (2) MuniYield Florida Insured
Fund
(File No. 33-53866), which was declared effective by the
Commission
on November 2, 1992; (3) Muni Intermediate Duration Fund, Inc.
(File
No. 333-106904), which was declared effective by the Commission on
August 13, 2003; and (4) MuniYield New Jersey Insured Fund, Inc.
(File No. 333-117314), which was declared effective on August 20,
2004. Based upon the similarity of the previous filings, you
requested expedited limited review of the registration statement.
We
have limited our review of the filing. Our comments are set forth
below. For convenience, we generally organized our comments using
the headings and page numbers from the registration statement.
Statement of Additional Information
Investment Advisory and Management Arrangements (Page 28)
1. In this section, you state (on page 30) that in
approving
the investment advisory contract the Board considered the Fund`s
historical performance compared to certain comparable funds and
noted
that the Fund`s performance was "comparable to that of other,
similarly managed closed-end leveraged single state insured
municipal
debt funds." Item 18.13 of Form N-2 requires a fund to discuss in
reasonable detail the material factors and conclusions which
formed
the basis of the board`s decision to approve the advisory
agreement.
Moreover, the Instruction to Item 18.13 requires that you relate
the
factors and conclusions to the specific circumstances of the
registrant and advisory contract. Please revise your disclosure
to
provide a reasonably detailed discussion of the comparison of the
Fund`s performance with that of similar funds.
General Comments
2. Where a comment is made in one location, it is
applicable
to all similar disclosure appearing elsewhere in the registration
statements.
3. We note that portions of the filings are incomplete. We
may have additional comments on such portions when you complete
them
in pre-effective amendments, on disclosures made in response to
this
letter, on information supplied supplementally, or on exhibits
added
in any pre-effective amendments.
4. If you intend to omit certain information from the form
of
prospectuses included with the registration statements that are
declared effective in reliance on Rule 430A under the Securities
Act,
please identify the omitted information to us supplementally,
preferably before filing the final pre-effective amendments.
5. Please advise us if you have submitted or expect to
submit
exemptive applications or no-action requests in connection with
your
registration statements.
6. Responses to this letter should be in the form of pre-
effective amendments filed pursuant to Rule 472 under the
Securities
Act. Where no change will be made in the filings in response to a
comment, please indicate this fact in a supplemental letter and
briefly state the basis for your position.
7. We urge all persons who are responsible for the accuracy
and adequacy of the disclosure in the filings reviewed by the
staff
to be certain that they have provided all information investors
require for an informed decision. Since the Funds and their
management are in possession of all facts relating to the Funds`
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the Funds requests
acceleration of the effective date of the pending registration
statements, they should furnish letters, at the time of such
requests, acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filings effective, it does not foreclose
the
Commission from taking any action with respect to the filings;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filings effective, does not
relieve the Funds from their full responsibility for the adequacy
and
accuracy of the disclosure in the filings; and
* the Funds may not assert this action as a defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Investment Management in connection with our review of
your filings or in response to our comments on your filings.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities. We will act on the request and, pursuant to
delegated authority, grant acceleration of the effective date.
* * * * *
Please respond to this letter by filing a pre-effective
amendment pursuant to Rule 472 under the Securities Act of 1933
[17
CFR 230.472]. Please respond to all comments. Where no changes
will
be made in the filing in response to a comment, please state that
in
a supplemental letter and state the basis for your position.
If you have any questions prior to filing a pre-effective
amendment, please call me at (202) 942-0597.
Sincerely,
John M. Ganley
Senior Counsel
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Debra Rubano, Esq.
November 10, 2004
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