Exhibit 1(f)
ARTICLES OF TRANSFER
BETWEEN
XXXXXXX XXXXX U.S. HIGH YIELD FUND, INC.,
A MARYLAND CORPORATION,
AND
MERCURY U.S. HIGH YIELD FUND, INC.,
A MARYLAND CORPORATION
THESE ARTICLES OF TRANSFER are made and entered into as of the 20th day of
March, 2003, by and between Xxxxxxx Xxxxx U.S. High Yield Fund, Inc., a Maryland
corporation (the "Transferee"), and Mercury U.S. High Yield Fund, Inc., a
Maryland corporation (the "Transferor").
FIRST: The Transferor agrees to sell, lease, exchange or transfer all or
substantially all of its property and assets to the Transferee as hereinafter
set forth.
SECOND: The name of the Transferee is "Xxxxxxx Xxxxx U.S. High Yield Fund,
Inc." The Transferee is a corporation organized under the laws of the State of
Maryland. The name of the Transferor is "Mercury U.S. High Yield Fund, Inc." The
Transferor is a corporation organized under the laws of the State of Maryland.
THIRD: The address and principal place of business of the Transferee is:
000 Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000.
FOURTH: The address and principal place of business of the Transferor is:
000 Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000.
FIFTH: The Transferee has its principal office in the State of Maryland in
Baltimore City, Maryland. The Transferor has its principal office in the State
of Maryland in Baltimore City, Maryland. Neither the Transferee nor the
Transferor owns an interest in land in the State of Maryland.
SIXTH: The terms and conditions of the transactions set forth in these
Articles of Transfer were advised, authorized and approved by the Transferor in
the manner and by the vote required by its charter and the laws of the State of
Maryland: (i) at a duly called and held meeting of the Board of Directors of the
Transferor held on December 4, 2002, by unanimous vote of the Directors of the
Transferor, and (ii) at a duly called and held special meeting of the
stockholders of the Transferor held on March 14, 2003 at 9:30 a.m., by the
affirmative vote of a majority of all the votes entitled to be cast on the
matter.
SEVENTH: The terms and conditions of the transaction set forth in these
Articles of Transfer were advised, authorized and approved by the Transferee in
the manner and by the vote required by its charter and the laws of the State of
Maryland at a duly called and held meeting of the Board of Directors of the
Transferee held on December 4, 2002, by unanimous vote of the Directors of the
Transferee.
EIGHTH: 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 common stock of the Transferee, of an aggregate net asset value equal
(to the nearest one ten-thousandth of one cent) to the value of assets of the
Transferor acquired, reduced by the amount of liabilities of the Transferor
assumed by the Transferee, both determined as of 4:00 p.m., Eastern time, on
March 21, 2003.
NINTH: These Articles of Transfer shall be effective at 12:01 a.m. on
March 24, 2003.
2
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.
XXXXXXX XXXXX U.S. HIGH YIELD FUND, INC.
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
ATTEST:
/s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Secretary
MERCURY U.S. HIGH YIELD FUND, INC.
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
ATTEST:
/s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Secretary
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
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
