Exhibit 1(d)
MUNIYIELD FUND, INC.
Articles of Amendment to
Articles Supplementary creating
five series of
Auction Market Preferred Stock(R)
MUNIYIELD FUND, INC., a Maryland corporation having its principal
Maryland office in the City of Baltimore (the "Corporation"), hereby certifies
to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Articles Supplementary, dated December 19, 1991 and received
and approved for record on December 20, 1991, creating five series of Auction
Market Preferred Stock of the Corporation (the "Articles Supplementary") are
hereby amended by the addition of the following definitions to paragraph 1(a)
thereof:
"Marginal Tax Rate" means the maximum marginal regular Federal individual
income tax rate applicable to ordinary income or the maximum marginal regular
Federal corporate income tax rate, whichever is greater.
"Moody's Volatility Factor" means 272% as long as there has been no
increase enacted to the Marginal Tax Rate. If such an increase is enacted but
not yet implemented, the Moody's Volatility Factor shall be as follows:
- --------
(R) Registered trademark of Merrill Lynch & Co., Inc.
% Change in Moody's Volatility
Marginal Tax-Rate Factor
--------------------- ---------------------
5% 292%
10 313
15 338
20 364
25 396
30 432
35 472
40 520
Notwithstanding the foregoing, the Moody's Volatility Factor may mean such
other potential dividend rate increase factor as Moody's advises the
Corporation in writing is applicable.
"S&P Volatility Factor" means 304% or such other potential dividend rate
increase factor as S&P advises the Corporation in writing is applicable.
"Taxable Equivalent of the Short Term Municipal Bond Rate" on any date
means 90% of the quotient of (A) the per annum rate expressed on an interest
equivalent basis equal to the Kenny S&P 30 day High Grade Index or any
successor index (the "Kenny Index"), made available for the Business Day
immediately preceding such data but in any event not later than 8:30 A.M., New
York City time, on such date by Kenny Information Systems Inc. or any
successor thereto, based upon 30-day yield evaluations at par of bonds the
interest on which is excludable for regular Federal income tax purposes under
the Code of "high grade" component issuers selected by Kenny Information
Systems Inc. or any such successor from time to time in its discretion, which
component issuers shall include, without limitation, issuers of general
obligation bonds but shall exclude any bonds the interest on which constitutes
an item of tax preference under Section 57(a)(5) of the Code, or successor
provisions for purposes of the "alternative minimum tax," divided by (B) 1.00
minus the Marginal Tax Rate (expressed as a decimal); provided, however, that
if the Kenny Index is not made so available by 8:30 A.M., New York City time,
on such date by Kenny Information Systems Inc. or any successor, the Taxable
Equivalent of the Short-Term Municipal Bond Rate shall mean the quotient of
(A) the per annum rate expressed on an interest equivalent basis equal to the
most recent Kenny Index so made available for any preceding Business Day,
divided by (B) 1.00 minus the Marginal Tax Rate (expressed as a decimal).
SECOND: The Articles Supplementary are hereby amended by striking out the
definitions labeled "AMPS Basic Maintenance Amount," "Long Term Dividend
Period," "Reference Rate" and "Special Dividend Period" in paragraph 1(a)
thereof and inserting in lieu thereof the following:
"AMPS Basic Maintenance Amount," as of any Valuation Date, means the
dollar amount equal to (i) the sum of (A) the product of the number of shares
of AMPS of all series and other AMPS outstanding on such Valuation Date
multiplied by the sum of (a) $50,000 and (b) any applicable redemption premium
attributable to the designation of a Premium Call Period; (B) the aggregate
amount of cash dividends (whether or not earned or declared) that will have
accumulated for each share of AMPS and Other AMPS Outstanding, in each case,
to (but not including) the end of the current Dividend Period that follows
such Valuation Date; (C) the aggregate amount of cash dividends that would
accumulate at the then current Maximum Applicable Rate on any shares of AMPS
and Other AMPS Outstanding from the end of such Dividend Period through the
49th day after such Valuation Date, multiplied by the larger of the Moody's
Volatility Factor and the S&P Volatility Factor (currently 304%) determined
from time to time by Moody's and S&P, respectively (except that if such
Valuation Date occurs during a Non-Payment Period, the cash dividend for
purposes of calculation would accumulate at the then current Non-Payment
Period Rate); (D) the amount of anticipated expenses of the Corporation for
the 90 days subsequent to such Valuation Date; (E) the amount of the
Corporation's Maximum Potential Additional Dividend Liability as of such
Valuation Date; and (F) any current liabilities as of such Valuation Date to
the extent not reflected in any of (i)(A) through (i)(E) (including, without
limitation, and immediately upon determination, any amounts due and payable by
the Corporation pursuant to repurchase agreements and any payables for
Municipal Bonds purchased as of such Valuation Date) less (ii) the sum of (A)
the lesser of (1) the aggregate of (a) the book value of receivable for
Municipal Bonds sold as of or prior to such Valuation Date if such receivables
are due within five Business Days of such Valuation Date, and if the trades
which generated such receivables are (x) settled through clearing house firms
with respect to which the Corporation has received prior written authorization
from Moody's or (y) with counterparties having a Moody's long term debt rating
of at least Baa3, and (b) the Discounted Value of Municipal Bonds sold as of
or prior to such Valuation Date which generated receivables calculated using
the Moody's Discount Factor applicable to such Municipal Bonds, if such
receivables are due within five Business Days of such Valuation Date but do
not comply with either of conditions (x) or (y) of the preceding clause (a)
and (2) the Discounted Value of such Municipal Bonds calculated using the
higher of the S&P Discount Factor and the Moody's Discount Factor applicable
to such Municipal Bonds and (E) the Discounted Value of any of the
Corporation's assets irrevocably deposited by the Corporation for the payment
of the amount needed to redeem shares of AMPS subject to redemption or any of
(i)(B) through (i)(F).
"Long Term Dividend Period" means a Special Dividend Period consisting of
a specified period of one whole year or more but not greater than five years.
"Reference Rate" means: (i) with respect to a Dividend Period or a Short
Term Dividend Period having 28 or fewer days, the higher of the applicable
"AA" Composite Commercial Paper Rate and the Taxable Equivalent of the Short
Term Municipal Bond Rate, (ii) with respect to any Short Term Dividend Period
having more than 28 but fewer than 183 days, the applicable "AA" Composite
Commercial Paper Rate, (iii) with respect to any Short Term Dividend Period
having 183 or more but fewer than 364 days, the applicable U.S. Treasury Bill
Rate and (iv) with respect to any Long Term Dividend Period, the applicable
U.S. Treasury Note Rate.
"Special Dividend Period" means a Dividend Period consisting of (i) a
specified number of days (other than 28 in the case of Series A AMPS, Series B
AMPS, Series C AMPS and Series D AMPS and other than seven in the case of
Series E AMPS), evenly divisible by seven, and not fewer than seven nor more
than 364 or (ii) a specified period of one whole year or more but not greater
than five years (in each case subject to adjustment as provided in paragraph
2(b)(1)).
THIRD: The Articles Supplementary are hereby amended by striking out
paragraph 2 thereof and inserting in lieu thereof the following:
2. Dividends. (a) The Holders shall be entitled to receive, when, as and
if declared by the Board of Directors of the Corporation, out of funds legally
available therefor, cumulative dividends each consisting of (i) cash at the
Applicable Rate, (ii) a Right to receive cash as set forth in paragraph 2(e)
below, and (iii) any additional amounts as set forth in paragraph 2(f) below,
and no more, payable on the respective dates set forth below. Dividends on the
shares of AMPS so declared and payable shall be paid (i) in preference to and
in priority over any dividends declared and payable on the Common Stock, and
(ii) to the extent permitted under the Code and to the extent available, out
of net tax-exempt income earned on the Corporation's investments. To the
extent permitted under the Code, dividends on shares of AMPS will be
designated as exempt-interest dividends. For the purposes of this section, the
term "net tax-exempt income" shall exclude capital gains of the Corporation.
(b) (i) Cash dividends on shares of AMPS shall accumulate from the Date
of Original Issue and shall be payable, when, as and if declared by the Board
of Directors commencing on the Initial Dividend Payment Date with respect to
each series of AMPS. Following the Initial Dividend Payment Date for each
series of AMPS, dividends on such series of AMPS will be payable at the option
of the Corporation, either (i) with respect to any 7-day Dividend Period, any
28-day Dividend Period and any Short Term Dividend Period of 35 or fewer days,
on the day next succeeding the last day thereof and (ii) with respect to any
Short Term Dividend Period of more than 35 days and with respect to any Long
Term Dividend Period, monthly on the first day of each calendar month during
such Short Term Dividend Period or Long Term Dividend Period and on the day
next succeeding the 1ast day thereof (each such date referred to in clause (i)
or (ii) being herein referred to as a "Normal Dividend Payment Date"), except
that (i) if such Normal Dividend Payment Date is not a Business Day, then the
Dividend Payment Date shall be the next succeeding date if both such dates
following the Normal Dividend Payment Date are Business Days, or (ii) if the
date following such Normal Dividend Payment Date is not a Business Day, then
the Dividend Payment Date will be the date next preceding such Normal Dividend
Payment Date if both such date and such Normal Dividend Payment Date are
Business Days or (iii) if such Normal Dividend Payment Date and either the
preceding date or the succeeding date are not Business Days, then the Dividend
Payment Date shall be the first Business Day next preceding such Normal
Dividend Payment Date that is next succeeded by a Business Day. Although any
particular Dividend Payment Date may not occur on the originally scheduled
date because of the exceptions discussed above, the next succeeding Dividend
Payment Date, subject to such exceptions, will occur on the next following
originally scheduled date. If for any reason a Dividend Payment Date cannot be
fixed as described above, then the Board of Directors shall fix the Dividend
Payment Date. The Initial Dividend Period, 7-day Dividend Periods, 28-day
Dividend Periods and Special Dividend Periods are hereinafter sometimes
referred to as Dividend Periods. Each dividend payment date determined as
provided above is hereinafter referred to as a "Dividend Payment Date."
(ii) Each dividend shall be paid to the Holders as they appear in the
Stock Register as of 12:00 noon, New York City time, on the Business Day
preceding the Dividend Payment Date. Dividends in arrears for any past
Dividend Period may be declared and paid at any time, without reference to any
regular Dividend Payment Date, to the Holders as they appear on the Stock
Register on a date, not exceeding 15 days prior to the payment date therefor,
as may be fixed by the Board of Directors of the Corporation.
(c) (i) During the period from and including the Date of Original Issue
to but excluding the Initial Dividend Payment Date (the "Initial Dividend
Period"), the Applicable Rate shall be the Initial Dividend Rate. Commencing
on the Initial Dividend Payment Date, the Applicable Rate for each subsequent
dividend period (hereinafter referred to as a "Subsequent Dividend Period"),
which Subsequent Dividend Period shall commence on and include a Dividend
Payment Date and shall end on and include the calendar day prior to the next
Dividend Payment Date (or last Dividend Payment Date in a Dividend Period if
there is more than one Dividend Payment Date), shall be equal to the rate per
annum that results from implementation of the Auction Procedures.
The Applicable Dividend Rate for each Dividend Period commencing during a
Non-Payment Period shall be equal to the Non Payment Period Rate; and each
Dividend Period, commencing after the first day of, and during, a Non-Payment
Period shall be a 28-day Dividend Period in the case of Series A AMPS, Series
B AMPS, Series C AMPS and Series D AMPS and a 7-day Dividend Period in the
case of Series E AMPS, provided that if the preceding Dividend Period for
Series A AMPS, Series B AMPS, Series C AMPS or Series D AMPS is a Special
Dividend Period of less than 28 days, the Dividend Period commencing during a
Non-Payment Period will be the same length as such preceding Dividend Period.
Except in the case of the willful failure of the Corporation to pay a dividend
on a Dividend Payment Date or to redeem any of AMPS on the date set for such
redemption, any amount of any dividend due on any Dividend Payment Date (if,
prior to the close of business on the second Business Day preceding such
Dividend Payment Date, the Corporation has declared such dividend payable on
such Dividend Payment Date to the Holders of such shares of AMPS as of 12:00
noon, New York City time, on the Business Day preceding such Dividend Payment
Date) or redemption price with respect to any shares of AMPS not paid to such
Holders when due may be paid to such Holders in the same form of funds by
12:00 noon, New York City time, on any of the first three Business Days after
such Dividend Payment Date or due date, as the case may be, provided that,
such amount is accompanied by a late charge calculated for such period of
non-payment at the Non-Payment Period Rate applied to the amount of such
non-payment based on the actual number of days comprising such period divided
by 365. In the case of a willful failure of the Corporation to pay a dividend
on a Dividend Payment Date or to redeem any shares of AMPS on the date set for
such redemption, the preceding sentence shall not apply and the Applicable
Dividend Rate for the Dividend Period commencing during the Non-Payment Period
resulting from such failure shall be the Non-Payment Period Rate. For the
purposes of the foregoing, payment to a person in same-day funds on any
Business Day at any time shall be considered equivalent to payment to such
person in New York Clearing House (next-day) funds at the same time on the
preceding Business Day, and any payment made after 12:00 noon, New York City
time, on any Business Day shall be considered to have been made instead in the
same form of funds and to the same person before 12:00 noon, New York City
times, on the next Business Day.
(ii) The amount of cash dividends per share of AMPS payable (if declared)
on each Dividend Payment Date of each 7-day Dividend Period, 28-day Dividend
Period and Short Term Dividend Period shall be computed by multiplying the
Applicable Rate for such Dividend Period by a fraction, the numerator of which
will be the number of days in such Dividend Period such share was outstanding
and the denominator of which will be 365, multiplying the amount so obtained
by $50,000, and rounding the amount so obtained to the nearest cent. During
any Long Term Dividend Period, the amount of dividends per share payable on
any Dividend Payment Date shall be computed on the basis of a year consisting
of twelve 30-day months.
(iii) With respect to each Dividend Period that is a Special Dividend
Period, the Corporation may, at its sole option and to the extent permitted by
law, by telephonic and written notice (a "Request for Special Dividend
Period") to the Auction Agent and to each Broker-Dealer, request that the next
succeeding Dividend Period for a series of AMPS be a number of days (other
than 28 in the case of Series A AMPS, Series B AMPS, Series C AMPS and Series
D AMPS and other than seven in the case of Series E AMPS) evenly divisible by
seven, and not fewer than seven or more than 364 in the case of a Short Term
Dividend Period or one whole year or more but not greater than five years in
the case of a Long Term Dividend Period, specified in such notice, provided
that for any Auction occurring after the initial Auction, the corporation may
not give a Request for Special Dividend Period (and any such request shall be
null and void) unless the Corporation has received written confirmation from
S&P and Moody's that such action would not impair the ratings then assigned to
the AMPS by S&P and Moody's and unless Sufficient Clearing Bids were made in
the last occurring Auction and unless full cumulative dividends, any amounts
due with respect to redemptions, and any Additional Dividends payable prior to
such date have been paid in full. Such Request for Special Dividend Period, in
the case of a Short Term Dividend Period, shall be given on or prior to the
fourth day but not more than seven days prior to an Auction Date for a series
of AMPS and, in the case of a Long Term Dividend Period, shall be given on or
prior to the 14th day but not more than 28 days prior to an Auction Date for
the AMPS. Upon receiving such Request for Special Dividend Period, the
Broker-Dealer(s) shall jointly determine whether, given the factors set forth
below, it is advisable that the Corporation issue a Notice of Special Dividend
Period for the series of AMPS as contemplated by such Request for Special
Dividend Period and the Optional Redemption Price of the AMPS during such
Special Dividend Period and the Specific Redemption Provisions and shall give
the Corporation and the Auction Agent written notice (a "Response") of such
determination by no later than the third day prior to such Auction Date. In
making such determination the Broker-Dealer(s) will consider (1) existing
short-term and long-term market rates and indices of such short-term and
long-term rates, (2) existing market supply and demand for short-term and
long-term securities, (3) existing yield curves for short-term and long-term
securities comparable to the AMPS, (4) industry and financial conditions which
may affect the AMPS, (5) the investment objective of the Corporation, and (6)
the Dividend Periods and dividend rates at which current and potential
beneficial holders of the AMPS would remain or become beneficial holders. If
the Broker-Dealer(s) shall not give the Corporation and the Auction Agent a
Response by such third day or if the Response states that given the factors
set forth above it is not advisable that the Corporation give a Notice of
Special Dividend Period for the Series of AMPS, the Corporation may not give a
Notice of Special Dividend Period in respect of such Request for Special
Dividend Period. In the event the Response indicates that it is advisable that
the Corporation give a Notice of Special Dividend Period for the series of
AMPS, the Corporation may by no later than the second day prior to such
Auction Date give a notice (a "Notice of Special Dividend Period") to the
Auction Agent, the Securities Depository and each Broker-Dealer which notice
will specify (i) the duration of the Special Dividend Period, (ii) the
Optional Redemption Price as specified in the related Response and (iii) the
Specific Redemption Provisions, if any, as specified in the related Response.
The Corporation shall not given a Notice of Special Dividend Period and, if
the Corporation has given a Notice of Special Dividend Period, the Corporation
is required to give telephonic and written notice (a "Notice of Revocation")
to the Auction Agent, each Broker-Dealer, and the Securities Depository on or
prior to the day prior to the relevant Auction Date if (x) either the 1940 Act
AMPS Coverage is not satisfied or the Corporation shall fail to maintain S&P
Eligible Assets and Moody's Eligible Assets each with an aggregate Discounted
Value at least equal to the AMPS Basic Maintenance Amount, in each case on
each of the two Valuation Dates immediately preceding the business day prior
to the relevant Auction Date on an actual basis and on a pro forma basis
giving effect to the proposed Special Dividend Period (using as a pro forma
dividend rate with respect to such Special Dividend Period the dividend rate
which the Broker-Dealers shall advise the Corporation is an approximately
equal rate for securities similar to the AMPS with an equal dividend period),
provided that, in calculating the aggregate Discounted Value of Moody's
Eligible Assets for this purpose, the Moody's Exposure Period shall be deemed
to be one week longer, (y) sufficient funds for the payment of dividends
payable on the immediately succeeding Dividend Payment Date have not been
irrevocably deposited with the Auction Agent by the close of business on the
third Business Day preceding the related Auction Date or (z) the
Broker-Dealer(s) jointly advise the Corporation that after consideration of
the factors listed above they have concluded that it is advisable to give a
Notice of Revocation. If the Corporation is prohibited from giving a Notice of
Special Dividend Period as a result of any of the factors enumerated in clause
(x), (y) or (z) of the prior sentence or if the Corporation gives a Notice of
Revocation with respect to a Notice of Special Dividend Period for any series
of AMPS, the next succeeding Dividend Period for that series will be a 28-day
Dividend Period in the case of Series A AMPS, Series B AMPS, Series C AMPS and
Series D AMPS, and a 7-day Dividend Period in the case of Series E AMPS,
provided that if the then current Dividend Period for Series A AMPS, Series B
AMPS, Series C AMPS or Series D AMPS is a Special Dividend Period of less than
28 days, the next succeeding Dividend Period for such series of AMPS will be
the same length as such current Dividend Period. In addition, in the event
Sufficient Clearing Bids are not made in the applicable Auction or such
Auction is not held for any reason, such next succeeding Dividend Period will
be a 28-day Dividend Period (in the case of Series A AMPS, Series B AMPS,
Series C AMPS and Series D AMPS) or a 7-day Dividend Period (in the case of
Series E AMPS) and the Corporation may not again give a Notice of Special
Dividend Period for the AMPS (and any such attempted notice shall be null and
void) until Sufficient Clearing Bids have been made in an Auction with respect
to a 28-day Dividend Period (in the case of Series A AMPS, Series B AMPS,
Series C AMPS and Series D AMPS) or a 7-day Dividend Period (in the case of
Series E AMPS).
(d) (i) Holders shall not be entitled to any dividends, whether payable
in cash, property or stock, in excess of full cumulative dividends and
applicable late charge, as herein provided, on the shares of AMPS (except for
Additional Dividends as provided in paragraph 2(e) hereof and additional
payments as provided in paragraph 2(f) hereof). Except for the late charge
payable pursuant to paragraph 2(c)(i) hereof, no interest, or sum of money in
lieu of interest, shall be payable in respect of any dividend payment on the
shares of AMPS that may be in arrears.
(ii) For so long as any share of AMPS is outstanding, the Corporation
shall not declare, pay or set apart for payment any dividend or other
distribution (other than a dividend or distribution paid in shares of, or
options, warrants or rights to subscribe for or purchase, Common Stock or
other stock, if any, ranking junior to the shares of AMPS as to dividends or
upon liquidation) in respect of the Common Stock or any other stock of the
Corporation ranking junior to or on a parity with the shares of AMPS as to
dividends or upon liquidation, or call for redemption, redeem, purchase or
otherwise acquire for consideration any shares of the Common Stock or any
other such junior stock (except by conversion into or exchange for stock of
the Corporation ranking junior to the shares of AMPS as to dividends and upon
liquidation) or any other such Parity Stock (except by conversion into or
exchange for stock of the corporation ranking junior to or on a parity with
the shares of AMPS as to dividends and upon liquidation), unless (A)
immediately after such transaction, the Corporation shall have S&P Eligible
Assets and Moody's Eligible Assets each with an aggregate Discounted Value
equal to or greater than the AMPS Basic Maintenance Amount and the Corporation
shall maintain the 1940 Act AMPS Asset Coverage, (B) full cumulative dividends
on shares of AMPS and shares of Other AMPS due on or prior to the date of the
transaction have been declared and paid or shall have been declared and
sufficient funds for the payment thereof deposited with the Auction Agent, (C)
any Additional Dividend required to be paid under paragraph 2(e) below on or
before the date of such declaration or payment has been paid and (D) the
Corporation has redeemed the full number of shares of AMPS required to be
redeemed by any provision for mandatory redemption contained herein.
(e) Each dividend shall consist of (i) cash at the Applicable Dividend
Rate, (ii) an uncertificated right (a "Right") to receive an Additional
Dividend (as defined below), and (iii) any additional amounts as set forth in
paragraph 2(f) below. Each Right shall thereafter be independent of the share
or shares of AMPS on which the dividend was paid. The Corporation shall cause
to be maintained a record of each Right received by the respective Holders. A
Right may not be transferred other than by operation of law. If the
corporation retroactively allocates any net capital gains or other taxable
income to shares of AMPS without having given advance notice thereof to the
Auction Agent as described in paragraph 2(f) hereof solely by reason of the
fact that such allocation is made as a result of the redemption of all or a
portion of the outstanding shares of AMPS or the liquidation of the
Corporation (the amount of such allocation referred to herein as a
"Retroactive Taxable Allocation"), the Corporation will, within 90 days (and
generally within 60 days) after the end of the Corporation's fiscal year for
which a Retroactive Taxable Allocation is made, provide notice thereof to the
Auction Agent and to each holder of a Right applicable to such shares of AMPS
(initially Cede & Co. as nominee of The Depository Trust Company) during such
fiscal year at such holder's address as the same appears or last appeared on
the stock books of the Corporation. The Corporation will, within 30 days after
such notice is given to the Auction Agent, pay to the Auction Agent (who will
then distribute to such holders of Rights), out of funds legally available
therefor, an amount equal to the aggregate Additional Dividend with respect to
all Retroactive Taxable Allocations made to such holders during the fiscal
year in question.
An "Additional Dividend" means payment to a present or former holder of
shares of AMPS of an amount which, when taken together with the aggregate
amount of Retroactive Taxable Allocations made to such holder with respect to
the fiscal year in question, would cause such holder's dividends in dollars
from the aggregate of both the Retroactive Taxable Allocations and the
Additional Dividend to be equal to the dollar amount of the dividends which
would have been received by such holder if the amount of the aggregate
Retroactive Taxable Allocations would have been excludable from the gross
income of such holder. Such Additional Dividend shall be calculated (i)
without consideration being given to the time value of money; (ii) assuming
that no holder of shares of AMPS is subject to the Federal alternative minimum
tax with respect to dividends received from the Corporation; and (iii)
assuming that each Retroactive Taxable Allocation would be taxable in the
hands of each holder of shares of AMPS at the maximum marginal regular Federal
income tax rate applicable to individuals or corporations, whichever is
greater, in effect during the fiscal year in question.
(f) Except as provided below, whenever the Corporation intends to include
any net capital gains or other taxable income in any dividend on shares of
AMPS, the Corporation will notify the Auction Agent of the amount to be so
included at least five Business Days prior to the Auction Date on which the
Applicable Rate for such dividend is to be established. The Corporation may
also include such income in a dividend on shares of AMPS without giving
advance notice thereof if it increases the dividend by an additional amount
calculated as if such income was a Retroactive Taxable Allocation and the
additional amount was an Additional Dividend.
(g) No fractional shares of AMPS shall be issued.
FOURTH: The foregoing amendment to the Articles Supplementary of the
Corporation has been duly approved by the Corporation in the manner and by the
vote required by its Charter and the laws of Maryland. The manner of approval
by the Corporation of the amendment set forth in these Articles is as follows.
The Board of Directors of the corporation at a meeting thereof held on June
12, 1992, duly adopted a resolution that declared that said amendment was
advisable and directed that it be submitted for consideration by the
stockholders at a Special Meeting of Stockholders. The amendment was duly
approved by the Corporation's stockholders in the manner and by the vote
required by law and the Charter of the Corporation at the Special Meeting of
Stockholders held on August 17, 1992, by the affirmative vote of a majority of
the votes entitled to be cast by the holders of the outstanding shares of
Common Stock and Preferred Stock of the Corporation voting together as a
single class.
The undersigned Vice President acknowledges these Articles of Amendment
to be the corporate act of the Corporation and states that to the best of his
knowledge, information and belief the matters and facts set forth in these
Articles with respect to the authorization and approval of the amendment of
the Corporation's Articles Supplementary are true in all material respects,
and that this statement is made under the penalties of perjury.
IN WITNESS WHEREOF, MUNIYIELD FUND, INC. has caused these Articles to be
signed in its name and on its behalf by its Vice President and attested by its
Secretary on November 12, 1992.
MUNIYIELD FUND, INC.
By -----------------------------
Name: Vice President
Attest:
/s/ Mark Goldfus
--------------
Mark Goldfus, Secretary