Exhibit (a)(4)
ARTICLES OF TRANSFER
FROM MUNIHOLDINGS MICHIGAN INSURED FUND H, INC.,
A MARYLAND CORPORATION,
TO MUNIYIELD MICHIGAN INSURED FUND II, INC.,
A MARYLAND CORPORATION
THESE ARTICLES OF TRANSFER are made and entered into as of the
29th day of May, 2002, by and between MuniHoldings Michigan Insured Fund II,
Inc., a Maryland corporation (the "Transferor"), and MuniYield Michigan
Insured Fund II, Inc., a Maryland corporation (the "Transferee").
FIRST: The Transferor agrees to transfer all of its property
and 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 Michigan Insured 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 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, as supplemented and amended, and the laws of the State of
Maryland, at a telephonic meeting of the Board of Directors of the
Transferor held on January 14, 2002, and by the subsequent approval of the
stockholders of the Transferor at a meeting of the stockholders originally
scheduled to be held on April 8, 2002 at 9:00 A.M. and ultimately adjourned
to and held on May 15, 2002 at 9:00 A.M.
SIXTH: 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, as supplemented and amended, and the laws of the State of
Maryland, at a meeting of the Board of Directors of the Transferee held on
December 14, 2001, and by the subsequent approval of the stockholders of the
Transferee at a meeting of the stockholders originally scheduled to be held
on April 8, 2002 at 9:30 A.M. and ultimately adjourned to and held on May
15, 2002 at 9:30 A.M.
SEVENTH: The nature of the consideration to be paid by the
Transferee for the transfer of 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 the assets of the Transferor acquired, reduced by the amount of
liabilities assumed by the Transferee, both determined as of 4:00 P.M. on
May 31, 2002.
EIGHTH: These Articles of Transfer shall be effective at the very
beginning of the day on June 3, 2002.
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IN WITNESS WHEREOF, the Transferor and the Transferee have caused
these Articles to be signed in their name and on their behalf by their
respective Vice Presidents and witnessed by their respective Secretaries on
the day and year first above written.
ATTEST: MUNIHOLDINGS MICHIGAN INSURED FUND II, INC.
/s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxx
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Xxxxxxx Xxxxxx, Secretary Xxxxxx X. Xxxxx, Vice President and Treasurer
ATTEST: MUNIYIELD MICHIGAN INSURED FUND II, INC.
/s/ Xxxxx X. Xxxxxxxxxx By: /s/ Xxxxxx X. Xxxxx
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Xxxxx X. Xxxxxxxxxx, Secretary Xxxxxx X. Xxxxx, Vice President and Treasurer
THE UNDERSIGNED, Vice-President of the Transferor who executed on
behalf of the Transferor the foregoing Articles of Transfer of which this
certificate is made a part, hereby acknowledges in the name and on behalf of
the Transferor the foregoing Articles of Transfer to be the corporate act of
the Transferor and hereby certifies that to the best of his knowledge,
information, and belief, the matters and facts set forth herein with respect
to the authorization and approval thereof are true in all material respects
under the penalties of perjury.
/s/ Xxxxxx X. Xxxxx
---------------------------------------------
Xxxxxx X. Xxxxx, Vice President and Treasurer
THE UNDERSIGNED, Vice-President of the Transferee who executed on
behalf of the Transferee the foregoing Articles of Transfer of which this
certificate is made a part, hereby acknowledges in the name and on behalf of
the Transferee the foregoing Articles of Transfer to be the corporate act of
the Transferee and hereby certifies that to the best of his knowledge,
information, and belief, the matters and facts set forth herein with respect
to the authorization and approval thereof are true in all material respects
under the penalties of perjury.
/s/ Xxxxxx X. Xxxxx
---------------------------------------------
Xxxxxx X. Xxxxx, Vice President and Treasurer
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