Exhibit (a)(2)
ARTICLES OF TRANSFER
FROM MUNIVEST NEW JERSEY FUND, INC., A MARYLAND
CORPORATION TO MUNIYIELD NEW JERSEY FUND, INC.,
A MARYLAND CORPORATION
THESE ARTICLES OF TRANSFER are made and entered into as of the 3rd
day of February, 2000, by and between MuniVest New Jersey Fund, Inc., a
Maryland corporation (the "Transferor"), and MuniYield New Jersey 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 Jersey 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.
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 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 February 4, 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 21, 1999, and by the
subsequent approval of the stockholders of the Transferor at a meeting of the
stockholders held on December 15, 1999 at 2:30 P.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 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 3:30 P.M.
EIGHTH: These Articles of Transfer shall be effective at the very
beginning of the day on February 7, 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
knowledge, information and belief, all matters and facts stated herein are
true in all material respects.
ATTEST: MUNIVEST NEW JERSEY FUND, INC.
/s/ Xxxxx X. Xxxxxxxxxx
------------------------ By: /s/ Xxxxxx X. Xxxxx
Xxxxx X. Xxxxxxxxxx ----------------------------
Secretary Name: Xxxxxx X. Xxxxx
Title: Vice President
ATTEST: MUNIYIELD NEW JERSEY FUND, INC.
/s/ Xxxxx X. Xxxxxxxxxx
------------------------ By: /s/ Xxxxxx X. Xxxxx
Xxxxx X. Xxxxxxxxxx ----------------------------
Secretary Name: Xxxxxx X. Xxxxx
Title: Vice President
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