Exhibit (a)(3)
ARTICLES OF TRANSFER
FROM MUNIYIELD ARIZONA FUND, INC., A MARYLAND CORPORATION
TO MUNIYIELD ARIZONA FUND II, INC., A MARYLAND CORPORATION
THESE ARTICLES OF TRANSFER are made and entered into as of the 22nd day
of March, 1995, by and between MuniYield Arizona Fund, Inc., a Maryland
corporation (the "Transferor"), and MuniYield Arizona Fund II, Inc., a Maryland
corporation (the "Transferee").
FIRST: The Transferor agrees to convey and transfer
substantially all of its assets to the Transferee as hereinafter set forth.
SECOND: (a) The Transferor was incorporated under the laws of the
State of Maryland.
(b) The Transferee was incorporated under the laws of the
State of Maryland.
THIRD: The name, address and principal place of business of the
Transferee is MuniYield Arizona Fund II, Inc., 000 Xxxxxxxx Xxxx Xxxx,
Xxxxxxxxxx, Xxx Xxxxxx 00000.
FOURTH: The Transferor and the Transferee maintain their principal
office in the State of Maryland in Baltimore City. Neither the Transferor nor
the Transferee owns an interest in land in the State of Maryland.
FIFTH: The nature of the consideration to be paid by the Transferee for
the conveyance and transfer of substantially all of the assets of the
Transferor shall be full shares of the Transferee's Common Stock and Auction
Market Preferred Stock, Series B, of an aggregate net asset value or
liquidation preference, as the case may be, equal (to the nearest one
ten-thousandth of one cent) to the value of assets of the Transferor acquired,
reduced by the amount of liabilities assumed by the Transferee, both determined
as of March 24, 1995.
SIXTH: The terms and conditions of the transactions set forth in these
Articles of Transfer have been advised, authorized and approved by the
Transferor in the manner and by the vote required by its Articles of
Incorporation and the laws of the State of Maryland at a meeting of the Board
of Directors of the Transferor held on June 17, 1994, and by the subsequent
approval of stockholders at a meeting of the stockholders of the Transferor
held on March 10, 1995 at 9:00 A.M.
SEVENTH: The terms and conditions of the transaction set forth in these
Articles of Transfer have been advised, authorized and approved by the
Transferee in the manner and by the vote required by its Articles of
Incorporation and the laws of the State of Maryland at a meeting of the Board
of Directors of the Transferee held on June 17, 1994, and by the subsequent
approval of stockholders at a meeting of the stockholders of the Transferee
held on March 10, 1995 at 9:30 A.M.
EIGHTH: These Articles of Transfer shall be effective at the very
beginning of the day on March 27, 1995.
IN WITNESS WHEREOF, each party to these Articles of Transfer has caused
these Articles to be signed and acknowledged in its name and on its behalf by
its Vice President and attested by its Assistant Secretary, on the date and
year first above written, and each such signatory hereby acknowledges the same
to be the act and deed of such corporation, and that to the best of his
knowledge, information and belief, all matters and facts stated herein are true
in all material respects, such statements being made under the penalties of
perjury.
ATTEST: MUNIYIELD ARIZONA FUND, INC.
----------------------------------- By:
---------------------------
Xxxxxx X. Xxxxx, III Name: Xxxxxxx X. Xxxxx
Assistant Secretary Title: Vice President
ATTEST: MUNIYIELD ARIZONA FUND II, INC.
----------------------------------- By:
-------------------------
Xxxxxx X. Xxxxx, III
Assistant Secretary Name: Xxxxxxx X. Xxxxx
Title: Vice President
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