Exhibit 1(g)
MUNIYIELD FUND, INC.
Articles of Amendment to Articles Supplementary creating
Series A, Series B, Series C, Series D, and Series E
of Auction Market Preferred Stock
MUNIYIELD FUND, INC., a Maryland corporation having its principal
Maryland office in the City of Baltimore (the "Corporation"), certifies to the
Maryland State Department of Assessments and Taxation that:
First: The Articles Supplementary, filed on December 20, 1991, and the
Articles Supplementary, filed on December 1, 1994, each creating 900 shares of
Series A Auction Market Preferred Stock, 900 shares of Series B Auction Market
Preferred Stock, 900 shares of Series C Auction Market Preferred Stock, 900
shares of Series D Auction Market Preferred Stock, and 1,400 shares of Series
E Auction Market Preferred Stock (collectively, the "AMPS(R)") of the
Corporation (collectively, the "Articles Supplementary"), are hereby amended
by these Articles of Amendment as follows:
In each of the Articles Supplementary, paragraph (c) of section 5
entitled "Right to Vote with Respect to Certain Other Matters" is deleted in
its entirety and replaced with the following:
(c) Right to Vote with Respect to Certain Other Matters. So long as
any shares of AMPS are outstanding, the Corporation shall not, without
the affirmative vote of the holders of a majority of the shares of the
Preferred Stock Outstanding at the time, voting separately as one class:
(i) authorize, create or issue any class or series of stock ranking prior
to the AMPS or any other series of Preferred Stock with respect to
payment of dividends or the distribution of assets on liquidation, or
(ii) amend, alter or repeal the provisions of the Charter, whether by
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(R) Registered trademark of Merrill Lynch & Co., Inc.
merger, consolidation or otherwise, so as to adversely affect any of the
contract rights expressly set forth in the Charter of holders of shares
of AMPS or any other Preferred Stock. To the extent permitted under the
1940 Act, in the event shares of more than one series of AMPS are
outstanding, the Corporation shall not approve any of the actions set
forth in clause (i) or (ii) which adversely affects the contract rights
expressly set forth in the Charter of a Holder of shares of a series of
AMPS differently than those of a Holder of shares of any other series of
AMPS without the affirmative vote of the holders of at least a majority
of the shares of AMPS of each series adversely affected and outstanding
at such time (each such adversely affected series voting separately as a
class). The Corporation shall notify Moody's and S&P 10 Business Days
prior to any such vote described in clause (i) or (ii). Unless a higher
percentage is provided for under the Charter, the affirmative vote of the
holders of a majority of the outstanding shares of Preferred Stock,
including AMPS, voting together as a single class, will be required to
approve any plan of reorganization (including bankruptcy proceedings)
adversely affecting such shares or any action requiring a vote of
security holders under Section 13(a) of the 1940 Act. The class vote of
holders of shares of Preferred Stock, including AMPS, described above
will in each case be in addition to a separate vote of the requisite
percentage of shares of Common Stock and shares of Preferred Stock,
including AMPS, voting together as a single class necessary to authorize
the action in question.
Second: The foregoing amendment to the Articles Supplementary has been
effected in the manner and by the vote required by the charter of the
Corporation (the "Charter") and the laws of Maryland. The amendment of the
Articles Supplementary, as hereinabove set forth has been duly advised,
approved, and adopted by a majority of the entire Board of Directors of the
Corporation, and by a majority of the outstanding Common Stock and AMPS voting
together as a single class and by a majority of the outstanding AMPS voting
together as a separate class.
Third: Except as amended, hereby, the Charter shall remain in full force
and effect.
Fourth: The authorized capital stock of the Corporation has not been
increased by these Articles of Amendment.
Fifth: These Articles of Amendment shall be effective immediately upon
the acceptance for recording or filing by the Maryland State Department of
Assessments and Taxation.
The undersigned Vice President and Treasurer acknowledges these Articles
of Amendment to be the corporate act of the Corporation and as to all matters
or facts to be verified under oath, the undersigned Vice President and
Treasurer states that to the best of his knowledge, information and belief the
matters and facts set forth in these Articles of Amendment 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 of
Amendment to be signed in its name and on its behalf by its Vice President and
Treasurer, a duly authorized officer of the Corporation, and attested by its
Secretary as of June 23, 1999.
MUNIYIELD FUND, INC.
By /s/ Donald C. Burke
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Name: Donald C. Burke
Title: Vice President and Treasurer
Attest:
/s/ Alice A. Pellegrino
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Name: Alice A. Pellegrino
Title: Secretary