EXHIBIT (a)(3)
ARTICLES OF TRANSFER
FROM MUNIYIELD INSURED FUND II, INC., A MARYLAND CORPORATION
TO MUNIYIELD INSURED FUND, INC., A MARYLAND CORPORATION
THESE ARTICLES OF TRANSFER are made and entered into as of the 21st
day of January, 1997, by and between MuniYield Insured Fund II, Inc., a
Maryland corporation (the "Transferor"), and MuniYield 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 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 F and Series G, 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 4:15
P.M. on January 24, 1997.
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 May 3, 1996, and by the subsequent
approval of the stockholders of the Transferor at a meeting of the
stockholders scheduled to be held on September 30, 1996, and ultimately
adjourned and held on November 14, 1996 at 11:00 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 18, 1996, and by the subsequent
approval of the stockholders of the Transferee at a meeting of the
stockholders scheduled to be held on September 30, 1996, and ultimately
adjourned and held on November 14, 1996 at 10:45 A.M.
EIGHTH: These Articles of Transfer shall be effective at the very
beginning of the day on January 27, 1997.
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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 knowledge,
information and belief, all matters and facts stated herein are true in all
material respects.
ATTEST: MUNIYIELD INSURED FUND II, INC.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Secretary Title: Vice President
ATTEST: MUNIYIELD INSURED FUND, INC.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------- ----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Secretary Title: Vice President
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