(a)(2)
ARTICLES OF TRANSFER
FROM MUNIHOLDINGS MICHIGAN INSURED FUND, INC., A MARYLAND
CORPORATION, TO MUNIYIELD MICHIGAN INSURED FUND, INC.,
A MARYLAND CORPORATION
THESE ARTICLES OF TRANSFER are made and entered into as of the 2nd
day of March, 2000, by and between MuniHoldings Michigan Insured Fund, Inc., a
Maryland corporation (the "Transferor"), and MuniYield Michigan Insured Fund,
Inc., a Maryland corporation (the "Transferee"). FIRST: The Transferor agrees
to convey and transfer 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 MuniHoldings Michigan Insured Fund, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇.
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 all of the assets of the Transferor shall
be full shares of the Transferee's Common Stock and Auction Market Preferred
Stock, Series C, 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
March 3, 2000.
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 September 23, 1999, and by the
subsequent approval of the stockholders of the Transferor at a meeting of the
stockholders originally scheduled to be held on December 15, 1999 at 11:45
A.M. and ultimately adjourned to and held on January 20, 2000.
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 September 21, 1999, and by the
subsequent approval of the stockholders of the Transferee at a meeting of the
stockholders held on December 15, 1999 at 3:15 P.M.
EIGHTH: These Articles of Transfer shall be effective at the very
beginning of the day on March 6, 2000.
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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 Secretary, on the day 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 or her
knowledge, information and belief, all matters and facts stated herein are
true in all material respects.
ATTEST: MUNIHOLDINGS MICHIGAN INSURED FUND, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------- -------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Name:
Secretary Title: Vice President
ATTEST: MUNIYIELD MICHIGAN INSURED FUND, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------- -------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Name:
Secretary Title: Vice President
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