Exhibit (a)(3)
ARTICLES OF TRANSFER
FROM MUNIYIELD NEW YORK INSURED FUND II, INC., A MARYLAND
CORPORATION, TO MUNIYIELD NEW YORK 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 MuniYield New York Insured Fund II, Inc., a
Maryland corporation (the "Transferor"), and MuniYield New York 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 MuniYield New York Insured Fund, 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.
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STATE OF MARYLAND
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I hereby certify that this is a true and complete copy of the 4
page document on file in this office. Dated: 12-4-01.
STATE DEPARTMENT OF ASSESSMENTS AND TAXATION
By: /s/ Xxxxx X. Xxxxx, Custodian
This stamp replaces our previous certification system. Effective: 6/95
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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, Series D and Series E 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 held on December 15, 1999 at 4:00 P.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 23, 1999, and by the
subsequent approval of the stockholders of the Transferee at a meeting of the
stockholders held on December 15, 1999 at 3:45 P.M. and ultimately adjourned
to and held on January 20, 2000.
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 we true
in all material respects.
ATTEST: MUNIYIELD NEW YORK INSURED FUND II, INC.
________________________________ By: ___________________________
Xxxxx X. Xxxxxxxxxx Name:
Secretary Title: Vice President
ATTEST: MUNIYIELD NEW YORK INSURED FUND, INC.
________________________________ By: ___________________________
Xxxxx X. Xxxxxxxxxx Name:
Secretary Title: Vice President
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